We Master Excellence
Transcription
We Master Excellence
Annual Report 2012 We Master Excellence We Master Excellence 2 Table of Contents About Paltel Group Vision Values Message from the Chairman Board of Directors Message from the CEO Members of the Executive Management Group’s Financial and Management Report Governance Social Responsibility Group Companies’ Performance Report Palestine Telecommunications Co. (Paltel) Palestine Cellular Communications Co. (Jawwal) Hadara Technology Investment (Hadara) Reach Communication Services (Reach) Palmedia for Multimedia Services Co. (Palmedia) Hulul IT Co. (Hulul) Consolidated Financial Statements About Paltel Group Paltel Group started its operations in Palestine in 1997 with Paltel, the public shareholding company. The Group provides state of the art services to the Palestinian community. Its services include: Local and international fixed telephony services, internet, data communications, mobile services and next generation services. Paltel Group was able to achieve the highest standard in telecommunication services by wisely investing in modern technologies, telecom infrastructure and human resource development. Today Paltel Group consists of the following subsidiaries: • Palestine Telecommunications Company (Paltel) which provides fixed line, internet and other valueadded services. • Palestine Cellular Communications Company (Jawwal), the first mobile operator in Palestine. • Hadara Technology Investment Company, the leading internet service provider in Palestine. • Reach for Communications Services Company, the first contact center in Palestine. • Palmedia for Multimedia Services Company, the media arm of Paltel Group. • Hulul IT Company, the IT arm of Paltel Group. On the off-shore investments side, the Group holds 4 a 25.3% stake in Vtel holdings and Vtel MEA shares; Vtel is registered at the Dubai International Financial Center (DIFC) one of the most reputable financial centers in the region. Vtel share ownership is considered to be an important achievement in the company’s goals towards growth and expansion. Paltel Group significantly contributes to the Palestinian GDP, in addition, Paltel stock represents 33% of the total market CAP of the Palestine Exchange (PEX) at the end of 2012. Paltel’s net earnings grew rapidly during the past years which provided the company with financial stability to further invest in technology and development across the ICT industry. Furthermore, Paltel Group is the biggest employer in Palestinian private sector with more than 3000 employees. 5 Vision As a market leader in Palestine, we are committed to being the customers’ choice provider for state-of-the-art communication services while staying true to our core values, adopting pioneering business practices, and progressing towards becoming a distinguished telecom player in the region. 6 7 Our Values 8 Our Ethics and Principles Integrity and Honesty We are committed to ethical standards in our operations. Inspired by the value system of our society; constituting the basis for conducting our work and our future direction. We strive to preserve trust between our shareholders and our company by employing integrity and honesty in all our operations, a reality that helps us in supporting our business plans, while moving forward in confidence to preserve shareholders value. Transparency and Sustainability Committed to Our Corporate and National Responsibility We adopt transparency standards plus those of accountability and governance in conducting our business, in order to achieve our vision and strategy according to the highest of standards, ensuring sustainability to our services. We are committed to our social responsibility in order to achieve sustainability in development in addition to our national responsibility towards building the future of technology by supporting the development of the ICT sector in Palestine. Quality and Excellence in Our Services Strengthening Our Internal Resources and Capacities We always strive to learn, benefiting from our local and international experiences in order to provide high quality services, while innovating creative solutions and services based on our solid reading of the future of technology around the globe. We work in earnest to develop the internal stills of all our employees in order to contribute collectively in our efforts to build the future of technology in Palestine while servicing our subscribers, shareholders and the community at large. We do this by constantly investing in our youth. Customer Satisfaction Partnership in Building the Future of Technology We truly understand the needs of our customers and as such we exert all efforts to preserve their loyalty by ensuring quality services while going out of our way to meet customer expectations and service their needs. We strive to work in partnership with every citizen and every institution in Palestine to combine all efforts in order to build the future of technology in Palestine. 9 Net revenues Gross Profit 365,852 283,757 EBIT 112,059 Net income Earnings per Share (EPS) in JOD JOD ‘000 except for EPS 10 82,132 0.624 Paltel The Gross Profit Margin grew from 76% in 2011 to 78% in 2012. Growth rate in fixed line reached 2.9% at the end of 2012 compared to end of 2011. Growth rate in ADSL reached 18.9% at the end of 2012 compared to end of 2011 . Jawwal Jawwal subscriber base grew from 2.42 million at the end of 2011 to 2.58 million at the end of 2012. Jawwal’s market share formed 79% of the Palestinian market at the end of 2012. Growth rate in prepaid and postpaid subscribers reached 6.4% at the end of 2012 compared to end of 2011. Hadara Net operating revenues reached JOD 7.5 million at the end of 2012. Accumulative growth rate in ADSL reached 14% during the past five years. Reach Net operating revenues reached JOD 5.6 million at the end of 2012 compared to JOD 5.3 million in 2011. Growth rate in total assets reached 7% at the end of 2012 compared to end of 2011. 11 Chairman Statement Dear Shareholders, The year 2012 was marked with exceptional events and various local and regional developments that in turn influenced the Paltel Group environment. The most significant development was the United Nations General Assembly resolution changing membership of Palestine from being a “non-member observer entity’ to a “non-member observer state’ at the United Nations, giving Palestinians a certain implicit degree of statehood recognition. Based on this achievement, Paltel Group has become more ambitious in continuing its pace by developing the telecommunications and IT sector in Palestine including all the sector’s fixed, mobile and data components. Additionally, we are more insistent on providing modern technologies that the State of Palestine deserves entirely similar to all world countries; Palestine is abundant with investment opportunities in the expanding and growing technology sector. In addition to attaining the international recognition of Palestinian statehood, the year 2012 witnessed remarkable growth in all Paltel Group’s operational indicators despite the convoluted political and economic conditions particularly in Pales- 12 tine and the region as a whole, declaration of a new tax achievement which informs our international investors scheme, fluctuations in currency exchange rate, in addi- that not only do we have a successfully managed telecom tion to the illegal telecom competition of Israeli cellular company in local standards; but with such an achieve- operators in the West Bank and Gaza Strip. ment we are getting an independent proof point from On the other hand, the string of challenges is further leading indices that our company’s performance is at par exacerbated by additional Israeli obstacles, which are with regional peers listed on these important indices. Our directly affecting the company’s business in the West stock is also marked with its active turnover, as we con- Bank and Gaza Strip. Thus, we are still committed to tinue to represent 33% of the total market capitalization continue fighting all kinds of external operational impedi- of the Palestine Exchange. This milestone development of ments such as the siege around our market place, access Paltel Group’s performance and financial position on both restrictions to Area “C’, the constant fuel and electricity the local and regional levels are in line with our ambition cutoff in Gaza, in addition to lack of network coverage and of positioning Palestine on the global technology map. roaming arrangements inside Area “C’ in the West Bank The year 2012 was exceptional in its opportunities and and delay in equipment movement between the West in its list of accomplishments Paltel Group strived to Bank and Gaza Strip. At the same time, the occupation maintain a steady and continuous growth, both at the continues to withhold 3G and 4G frequencies, however; level of subscriber base and at the level of performance we consider this as an opportunity for future growth and and services. This continued success could not have been serious elevation and development in the telecom sector achieved on the ground without the growing subscrib- in Palestine. In spite of the many ongoing external chal- ers’ base and their valued trust and loyalty that compel lenges, total number of subscribers (mobile, fixed line and us to further develop our services and quality standards ADSL) not only was preserved but further grew by 6.6% and continue our commitment towards our sharehold- amounting to 3.16 million subscribers by the end of 2012 ers through continued distribution of annual dividends. compared to 2.97 million as of end of 2011. Additionally, Furthermore, with a leading position in the competitive the Group companies have maintained their leadership market in which we operate, I see endless opportunities status among the telecommunications and digital ser- for Paltel Group companies to grow and prosper, thus vices industries in the Palestinian market. empowering future generations and stimulating technol- Growth in the Operational indicators was also reflected ogy initiatives. I believe we are on the right track and that in the stability and strength of our financial position. The we have a solid management team with a vision and a consolidated revenues reached JOD 365.9 million by the strategy that is both applicable and achievable. end of 2012 compared with JOD 370.6 million by the end Lastly, I would like to thank you for your trust and of 2011 declining by 1.3% mainly due to the amendment in congratulate you for what your Group has achieved in the Palestinian Income Tax Law raising the rate of corpo- the year 2012 and look forward to more successes and rate income tax from 15% to 20% and fluctuations in cur- achievements in the coming year. rency exchange rate. Equally, the consolidated net income decreased by 9.5% to stand at JOD 82.1 million at the end Sincerely Yours of 2012 compared with JOD 90.7 million at the end of 2011 Sabih Masri as a result of the same external upsets to operational Chairman of the Board of Directors indicators, in addition to the increse in the operating expenses by 6.6% during 2012. However, the year end 2012 results are satisfactory, taking into account all the difficult political and economic conditions in Palestine. On the other hand, we are proud that the (PalTel) share is now listed on international and regional indices, an 13 Members of the Board of Directors Mr. Sabih Masri Chairman 14 Dr. Farouq Zuaiter Cairo Amman Bank Mr. Ghiath Sukhtian GMS Holding Mr. Leith Masri Palestine Development and Investment Co. (PADICO) Mr. Talal Nasiruddin Birzeit Pharmaceutical Co. أعضاء مجلس اإلدارة Mr. Sharhabil Al-Zaim Palestine Development and Investment Co. (PADICO) Mr. Samir Hulileh Palestine Development and Investment Co. (PADICO) Mr. Basil Abdel-Nabi Arab Bank Mr. Mamoun Abushahla Al-Maseera International Company Mr. Basem Abdel Halim Aswaq Portfolio Investments Company (Palestine Investment Fund) Mr. Ammar Aker The Arab Supply and Trading Co. (ASTRA) 15 CEO Statement Dear Shareholders, The year 2012 has passed with specific and tremendous strides for Paltel Group. The year brought notable achievements along with inevitable challenges, yet as expected, our extraordinary team stepped up to the plate, overcoming those challenges and exceeded expectations. The enthusiasm to innovate, grow, expand and excel have driven the strategy for 2012 as the year of excellence. This year, Paltel Group can be proud of its achievements as we seek to continue focusing our collective resources to secure sustainable growth and innovation in the telecom in Palestine. This year we achieved growth in the subscribers base, however the Consolidated net income decreased by 9.5% to stand at JOD 82.1 million at the end of 2012 compared with JOD 90.7 million at the end of 2011. This decrease is attributed to the additional costs incurring from amendment in the Palestinian Income Tax Law raising the rate of corporate income tax from 15% to 20%, fluctuations in currency exchange rate as well as the increase in operating expenses related to increase in depreciation, advertising and Gaza generators’ fuel expenses. 16 The Group was able to achieve a 2.9% growth in its subscribers’ base was 90% and 10% respectively main- subscriber base, growth in the numbers of fixed line taining a market share rate of 79% in a market that has a subscribers to stand at 396 thousand at the end of 2012 penetration rate of about 77%. compared with 385 thousand at the end of 2011. This Paltel Group has taken giant steps in its maturity not only coincided with the growth in the numbers of ADSL lines at the Group level but also at the level of the telecom and by 18.9% to stand at 185 thousand lines at the end of IT sector in Palestine as a whole by signing an agreement 2012 compared with 156 thousand at the end of 2011. The with the PANTEL company, a Turkish Telecoms Group growth in the numbers of fixed line subscribers and ADSL subsidiary, whereby Palestine would be connected to lines is attributed to the campaigns made by the Group the world through a submarine cable without the need companies during the year in addition to the development for Israeli companies which provides our company with of the telecommunications network and enhancement extra capacity in order to offer better internet services to of the service quality to exceed our customers’ expecta- consumers and be freed from the Israeli domination on tions and fulfill their needs. On the other hand, the new the quality of services. lower BSA (Bit Stream Access) rates set by the Ministry Our record on the community and social development of Telecommunications and Information Technology have level is also full of many achievements and Paltel Group resulted in a noticeable growth in the subscriber base is still committed to continue launching leading initiatives along with a decrease in the ARPU by 26.4% compared to in important sectors such as education and technology as previous year. One of the important results achieved dur- well as its commitment towards sustainable community ing the year 2012 is the growth of penetration rate of the development programs targeting information technology ADSL lines (per fixed line) by 46.8% end of 2012 compared sector and the basic, pre-primary, higher and vocational with 40.5% end of 2011. This ratio indicates the inevitable education that would continuously contribute to the em- digital approach of the Palestinian society, which in turn powerment of individuals at both public and civil society motivates us to invest more in the data services sector institutions. and to constantly be a step ahead in providing the latest We will continue our growth momentum and further digital services. improve our profitability. We made a shift in the way we Despite the fact that 2012 passed without facing pecu- approach business by putting our customers at the heart liar challenges affecting the company’s operations and of our plans. In other words, we began to build a base impacting its financial performance, Paltel Group contin- management capability through which we renewed our ued to progress and grow having several advanced stages pledge to our customers to always provide better services on the way to achieve our strategic goals and meet the for our subscribers by enhancing the value of services we ambitious expectations. Even with the growing competi- offer and implementing effective segmentation strategies. tion and the accelerating intense offers from the other In light of last year’s achievements which offer a predic- licensed operator, Jawwal was able to not only maintain tion for a very promising 2013, we thank all of our respect- a stable customer base but also to increase it by 6.4% ful shareholders for their continued support and trust, our from 2.42 million at the end of 2011 to 2.58 million at the administrative and technical teams for their efforts and end of 2012. This growth is attributed to Paltel Group’s our valued subscribers for choosing our services. excellence in service lines: mobile, fixed, and ADSL services I am truly honored to lead the Group into the next stage, on the one hand, and the expansion of their campaigns and I have no doubt that 2013 will be challenging yet suc- and services to accommodate more subscribers, while cessful. responding to the demand growth for services on another hand. At the same level, the distribution of custumers Yours truly between prepaid and postpaid subscribers out of total Ammar Aker Chief Executive Officer 17 Executive Management Paltel Group Ammar Aker Chief Executive Officer Kamal Abu Khadija* Financial & Human Resources Vice President Kamal Ratrout Chief Technical Officer Mahmod Yasin Chief Strategic Planning Officer Imad Lahham Public Relations Senior Director Waleed Ftieha Supply Chain Senior Director Sameer Masri Human Resources Director Mazen Najjar Chief Internal Auditor Khalil Hamad Secretary of the Board of Directors Hatem AlNatsheh Regulation Affairs Director Fareeda Diab Director of Investor Relations Khalid Hijjeh Planning and Quality Assurance Director Neda Morrar International Corporate Affairs Director *Resigned on the November 10th, 2012 and Salameh Khalil was assigned as Chief Financial Officer on March 1st, 2013. Paltel Group Foundation for Community Development Samah Abu Oun General Manager Paltel Company AbdulMajeed Melhem General Manager Ahmed AbuMarzouq Gaza Chief Officer Ali AbedAllatif Ibrahim Chief Technical Officer Husam Wadi* Strategic Planning & Development Director Ibrahim Dweik Wholesales Director Zahi Kanaan Finance Director Suleiman Abu Hijleh Human Resources Director Ibrahim Kharman Marketing Director Yaser Tuqan Supply Chain Director Ehab AlSalous Carriers Relations Director Mahmoud Jallad Customer Care Director Issa Duibes Sales Acting Director Kamal Darwish Field Operations Acting Director *Resigned on 1st October 2012 and Khalid Sayeh was assigned in lieu. 18 Jawwal Company Maen Melhem General Manager Younes Abu Samra Gaza Region General Manager AbdelRahim Abu Zaydeh Finance Director Maher Barrouk Network Operations Director Amjad Bishtawi Applications Director Alaa Hijazi Sales Director Nadia Mansour Customer Care Director Malak Ziadni Marketing Director Fayez Emter Corporate Supply Chain Director Mamoon Fares Human Resources Director Hulul Mustafa Hasan General Manager Salim Daghamin Technical Services Systems Director Thaer Ayasi Business Support Systems Director Alaa Abadi Finance & Admin Director Reach Ghassan Anabtawi General Manager Yousef Jabr Acting Director for System Development & Support Mahmoud Khatib Operations Director Hadarat Rami Shamshoum General Manager Rami Qutteineh Commercial Director Jamal Taweel Technical Director Palmedia Hisham Zaid General Manager Saher Koni Acting Director for Operations Management 19 Financial and Administrative performance Paltel Group, the telecommunications leader in Palestine is keen to provide distinctive services with high quality at reasonable prices in ordder to keep pace with the aspirations of the Palestinian market and the evolution of the world’s telecommunications technology. Paltel Group is committed to providing various service lines: Mobile, fixed and data services in different geographic areas in Palestine. In addition, the Group relies on its distributors and sales agents to unite all efforts in order to serve subscribers everywhere at anytime. Group companies also depend on direct sales method to meet and fulfill its customers’ needs. 20 Group’s Strategy in 2012 Paltel Group sought to achieve its objectives for the year 2012 by leading the Telecom and IT (ICT) sector. In addition to the Group’s commitment to develop its IT infrastructure and introduce the latest global technologies in the service lines; mobile, fixed, and ADSL. The Group also worked on the development of value added services in order to satisfy all the subscribers’ needs and desires. It also worked through its special offers to commensurate with the nature of its subscribers in order to maintain the subscribers base and increase their loyalty on one hand and attract new subscribers and to fulfill their needs on the other. The Group maintains core investment in the ICT sector by enriching it with world-class experiences and expertise to remain the leader of this sector. Moreover, Paltel Group remains committed to building the future of technology in Palestine in an effort to place Palestine on the global digital map. Thus, the Group worked hard to enhance its technical performance and broadband services and to provide the latest applications while maintaining the highest levels of security and privacy. In the same context, the Group continued its devotion towards the community and public sector by launching creative initiatives and sustainable development programs ranging from more widespread environmental technology and Internet access to computer literacy. Under its social responsibility, the Group has empowered marginalized groups in an aim to have them look ahead for a future filled with all the needed resources to sustain a decent life. Commercial and community activities had a positive impact on the financial results and operational indicators, especially in light of intense competition in the sectors of cellular telecommunications and digital services. The subscriber base of Paltel Group grew to reach 3.16 million subscribers at the end of 2012 compared with 2.97 million subscribers at the end of 2011 by a 6.6% growth rate. 21 Growth Indicators Paltel Group maintained its leadership among providers of telecommunications and digital services in the Palestinian market as evidenced by the positive growth indicators across all service lines: • Growth of active fixed line operations of Paltel from 358 thousand at the end of 2011 to 396 thousand at the end operator Jawwal from 2.42 M customers at the end of of 2012 growing by 2.9%. This growth was induced by 2011 to 2.58 M customers at the end of 2012 achieving a series of concerted and intensive commercial cam- a 6.4% growth rate despite the illegal competition in the paigns aimed at driving demand for fixed line services. Palestinian market. ARPU dropped from JOD 10.4 per Average revenue per user (ARPU) decreased from month at the end of 2011 to JD 9.2 at the end of 2012 JOD15.0 at the end of 2011 to JOD13.6 at the end of due to the growth in subscribers’ base and the socio- 2012, as a result of the intensive campaigns. economic pressures. • Growth in ADSL from 156 thousand customers at the 22 • Growth in the number of subscribers in our mobile • Jawwal installed 136 base stations in 2012, raising the end of 2011 to 185 thousand customers at the end coverage rate in the West Bank and Gaza Strip to 98%. of 2012 achieving a 18.9% growth rate in yet another According to Jawwal’s studies, the penetration rate competitive landscape. As a result, penetration rate in Palestine has reached 77%, while Jawwal’s market of the ADSL lines (per fixed line) grew from 40.5% at share reached 79% of the Palestinian market. Jawwal’s the end of 2011 to 46.8% at the end of 2012. On the network includes 29 equipped showrooms and service other hand, ARPU decreased by 26.4% compared to centers at the highest levels, more than 1,000 main previous year which is attributed to the new lower BSA dealers and sub dealers and more than 10,000 retail (Bit Stream Access) access rates set by the Ministry of outlets in Palestine. The company provides mobile Telecommunications and Information Technology at the roaming as well with more than 397 operators deployed beginning of the current year. in more than 161 countries around the world. Promising Growth Prospects Growth in the number of subscribers’ numbers is mainly related to the increase in service market size offered by Paltel Group due to the openness of the Palestinian society in terms of information technology, especially the youth who are most likely to benefit from these services. The number of young people aged between 15-30 years in the Palestinian community form more than 30% of the total population, thus, it is expected that the coming period will witness an increase in the number of subscribers and users of telecom services in the local market. In addition, the number of those aged less than 15 years form more than 40% of the Palestinian society; therefore, Paltel Group has a promising future ahead for growth in services targeting more young people. Paltel Group has reached beyond its local scope to the potential international opportunities and markets. In September 2012, Paltel was offered an opportunity to strengthen its global presence by signing an agreement with Turk Telekom Group subsidiary (PANTEL). This partnership is a turning point in the technology sector in Palestine as a whole, as it connects Paltel Group with the biggest international telecom companies through a submarine cable without the need for Israeli companies. This partnership formed an opportunity that provides the company with additional capacity to offer better internet services to subscribers and to eliminate Israeli domination on the quality of service. Even with the growing legal and illegal competition and the accelerating intense offers from other operators, Paltel Group was able to maintain its market share leadership through its commitment to provide high quality services for its customers and at the best prices. Paltel Group was also able to understand the needs of customers and the diversity of new lifestyles through its constant market studies. Thus, the Group is proud of providing creative, innovative and distinctive services in fixed line, mobile, ADSL and other value added services. The society is also segmented according to needs and interests, therefore, Paltel Group pays attention not only to quality services but to further match each segment’s needs with the latest technologies. 23 Future Prospects • Continue leading the market of telecom and IT in Palestine in terms of excellence in all services lines: Mobile, fixed, and internet/ADSL services. • Maintain the highest levels of efficiency and productivity with optimum utilization of resources and capabilities. • Increase diversity in value added services, keep up with the latest technological applications as well as foster local innovations and initiatives in the field of technology and its applications. • Focus on the needs of various segments of society in line with the global technological development requirements in order to meet their expectations and interests. • Continue to develop and modernize the network to provide modern and broadband services with the fastest and highest quality of service. • Focus on increasing the level of security and privacy with respect to the network, the data and information exchange in all Group companies. • Enhance international relations and strengthen partnership bridges with foreign markets. • Offer 3G services when acquiring the necessary frequencies 24 25 Financial and operational Performance indicators Consolidated Revenue The consolidated net revenues of the Group declined by 1.3% to reach JOD 365.9 million for the year 2012 compared with JOD 370.6 million the same period of last year mostly affected by exchange currency fluctuations. Growth rates in revenues and operating results have been affected by the devaluation of the Israeli Shekel (the Group’s collection currency) against the Jordanian Dinar (the Group’s reporting currency), where the average exchange rate during the year 2012 was 5.44 ILS/JOD compared to 5.04 ILS/JOD in the year 2011. Consolidated EBITDA The consolidated EBITDA of the Company decreased by 7.1% reaching JOD 153 million at the end of 2012 compared with JOD 164.6 million at the end of 2011. This decrease is attributed to the exchange currency effect as well as the increase in operating expenses by 6.6%. Consolidated Operating Profit (EBIT) The consolidated operating profit amounted to JOD 112.1 million (31% operating profit margin) by the end of 2012 compared with JOD 127.4 million (34% operating profit margin) by the end of 2011. EBIT decreased by 12.1% mainly due to the decline in operating revenues by 1.3% and the growth in operating expenses by 6.6%. The latter was affected by the increase in depreciation, advertising and Gaza generators’ fuel expenses. Consolidated Net Income, EPS and Dividends The consolidated net income decreased by 9.5% to stand at JOD 82.1 million at the end of 2012 compared with JOD 90.7 million at the end of 2011. The decline is mainly attributable to the devaluation of the Israeli Shekel and as a direct result to the company’s decision to postpone the 50% tax exemption for two years; Paltel is entitled for this exemption as part of the Investment Encouragement Law in Palestine. Consequently, the company started paying 20% income tax this year compared to 7.5% the year before. More on the latter, the tax authorities in Palestine have declared a new tax schema and raised the corporate income tax rate from 15% to 20% starting January 2012. Excluding tax rate/regime difference between the two periods, the consolidated net income before tax increased by 4.6% which better reflects the operational advancement and achievement of the Group. Accordingly, the earnings per share decreased to reach JOD 0.624 by the end of 2012 compared to JOD 0.689 by the end of 2011. 26 Total Assets Total assets of the Company grew by 7.3% from JOD 575 million at the end of 2011 to JOD 617 million at the end of 2012. The growth was driven by the increase in non-current assets balance by 13.6% reaching JOD 434 million by end of 2012 compared to JOD 382 million at the end of 2011. The growth in the noncurrent part of the assets is mainly attributed to the increase in the balances of “Available for Sale Investments” and “Other Financial Assets” accounts by a total of JOD 65.5 million during the year. On the other hand, current assets declined by 5.4% to reach JOD 182 million. Ratio 2012 2011 % Change Total Assets 617 575 %7.3 Total Liabilities 158 146 8.1% Shareholders’ Equity 459 429 7.0% Total Liabilities The Company’s total liabilities grew by 8.1% as of end of 2012 reaching JOD 158 million compared with JOD 146 million on December 31, 2011. This is attributed to the increase of the short-term liabilities by JOD 23.0M (23.3% more than the balance of 2011). This is influenced by the increase in “Accounts Payables” and ”Other Current Liabilities” by a total of JOD 21.0 M, or an increase of 25.2% compared to their balances as end of 2011. The increase in accounts payables resulted from the increase in the license fees payables’ account as a result of the completion of the clearing process of the license fees against the advance payments made to the Palestinian Authority in previous periods. On the other hand, the company’s long-term liabilities have declined by JOD 11.1 million; a decrease of 23.5% compared to end of 2011 due to the decline of long-term loans by JOD 14.2 million at the end of 2012. 27 Shareholders’ Equity The shareholders’ equity witnessed a growth by 7.0% to reach JOD 459 million at the end of 2012 compared with JOD 429 million as on December 31, 2011. This growth is attributed to the increase in retained earnings by 12% to reach JOD 280 million by end of 2012 compared with JOD 250 million at the end of 2011, taking into consideration that a decision for distributing JOD 52.7 million cash dividends was declared during the period. Cash Flow The net cash flow from operating activities decreased by 11.2% for the year of 2012 to reach JOD 149 million compared with JOD 168 million the same period in 2011. This decline is attributed to the drop in operating revenues and profit as well as the increase in the change in working capital, where the change was JOD 4.9 million in 2011, versus a change of JOD 16.6 million in the year 2012. It should be noted that the change in tax policies had a major effect on this item, as mentioned earlier. The net cash flows from investing activities reached (JOD 101 million) in 2012 compared to (JOD 106 million) in 2011; this decrease is mainly attributed to the drop in the value of capital expenditures “PP&E” and “Investments in Associates” by JOD 29.4 million and JOD 15.0 million respectively during the year of 2012 in comparison with the previous year, besides lending associate companies a total of JOD 30.5 million during 2012. Finally, the cash flow from financing activities reached (JOD 66.5 million) during 2012 compared to (JOD 67.9 million) in 2011. Investments The Group has a portfolio of financial securities as part of its strategy in diversifying its revenue streams with adopting well established methodologies in managing these investments. The portfolio of financial securities mainly consists of equity securities with growth potential. The Group’s securities investments are grouped into two main categories: Held for trading and Available for Sale (AFS). 28 The split of those securities between the local market and regional markets is as follows: JOD million Local Regional Total Trading 3.06 4.35 7.41 AFS 15.54 69.18 84.72 Total 18.60 73.53 92.13 The Group adopts The International Financial Reporting Standards (IFRS) in presenting the financial investments above. IFRS requires marking the trading and AFS securities to market (MTM) at each reporting date and to recognize the unrealized gains/losses on trading securities in the income statement, whereas the unrealized gains/losses on AFS securities are recognized in the equity section of the balance sheet. AFS securities that are not quoted in an active market are stated at cost as long as their fair values cannot be reliably determined due to the unpredictable nature of future cash flows; nevertheless, these unmarketable securities represent a very minor portion of the total company’s investment portfolio. Investment Risks Despite diversity in Paltel Group’s revenue streams, the group still faces several investment risks as follows: • Risks related to financial performance of the Group’s major operating segments due to decreased profitability ratios as a result of increased competition, in addition to the low growth rates as a result of the partial saturation in a large part of the local market, which in turn forms the largest share of the overall of Group Companies’ results. • Operational constraints resulting from the Israeli occupation, including the scarcity of necessary frequencies and withholding 3G license for the cellular network along with the many obstacles that limit the ease of movement for the maintenance and modernization of network equipment. In addition to that, the difficulty of delivering network equipment into Gaza Strip hinders the fulfillment of growing demand for services and therefore leads to not take advantage of growth opportunities in that region. • Probability of low trading prices of investments listed in the financial markets due to operational and profitability factors, taking into account the volatility of economic and political factors in the region, where most of the investments are concentrated in the surrounding Arab region. • The continuity of the current political situation in the region and its impact on the overall investment activity due to the foreign investors’ reluctance to risk investing in the Palestinian market and the low profile of trading in the financial markets. 29 There is a difference between the closing statements and the preliminary data • Due to the reduction in the Company’s investment losses and the increased losses in other investments, some totals in the financial position statement were changed without encountering any changes in the income statement totals. • As a result of the different classification of these investments, both assets and equity totals were increased; the Company’s net income grew as well. • Different classification of insubstantial amounts of long-term assets to short-term assets leading to the decline in cash used in operating and investing activities. The Jordanian Dinar exchange rate was worth 5.44 shekels, which was calculated based on the average price of buying and selling in the market. The exchange rate referred to is the average of the fiscal year 2012. Management’s Report on Financial Position and Operating Results during 2012 • The Group manages its working capital to achieve its operational goals and maintains assets in order to attain rewarding revenues for its shareholders. The Group succeeded in reaching strong growth rates in managing its short-term assets that increased the collection rates and in managing cash to raise its returns. • The Group has an impeccable record in the cash distributions to its shareholders, and as part of its endeavor to maintain that, the Group strives to protect its operations from currency fluctuations and the economy negative impact. • In regards to the capital sources, the Group mainly depends on equity financing and boosting expansion and growth by operational returns. The Group may resort sometimes to borrowing depending on the advantage this may offer its companies. The Group has an impeccable record in meeting its obligations; and it does not expect a change to its capital structure in the near future. Transactions with related parties During 2012, the Group had transactions with some related parties as reported in note 35 from the Consolidated Financial Statements. 30 Internal Community and Environment Paltel Group’s main objective is reaching all customers in all geographic locations, and facilitating access to any showroom and service center whenever the need arises. Thus, Paltel Group has made sure to have physical presence in all Palestinian cities and towns, either through its headquarter premises or through showrooms, service centers, authorized dealers and distributors present in every locality in Palestine. The Group provides an encouraging and creative work environment to complement the Group’s efforts to recruit the best Palestinian talents, especially the youths in a sector depending mainly on human talent in its development, growth and prosperity. Paltel Group employs the following numbers of human resources: Numbers of Paltel Group employees No. of Employees Jawwal Paltel Hadara Reach Hulul Palmedia Paltel Group Total 897 1,238 101 563 131 58 67 3,055 Paltel Group Employees by Gender No. of Employees Percentage 2,437 79.8% 618 20.2% 3,055 100.00% Males Females Total Paltel Group Employees by Level of Education Level of Education Undergraduate degree Diploma Bachelor No. of Employees 460 567 Postgraduate 1,911 117 Training courses Summary Type of training courses No. of courses No. of trained employees Courses related to job 167 773 Courses related to competencies 49 667 Paltel Group’s total expenses on training and development in 2012 reached JOD 1.79 million. 31 Human resources policies Paltel Group offers many benefits for employees and their families, including the Provident Fund, the Social Insurance Fund, Health Insurance as well as other programs to support higher education. From the outset, Paltel Group also established two funds to support its employees namely: The Medical Care Fund that helps employees in cases where health insurance doesn’t cover the illness, and the Social Welfare Fund, which helps employees in social circumstances where the Social Insurance Fund doesn’t provide coverage. It is worth mentioning that certain policies govern the use of these two funds in order to achieve the optimal benefit to a greater number of employees. In addition, Paltel Group is keen on continuing the development of its human resources as well as keeping pace with all the developments through motivating employees to participate in training courses, conferences and workshops. In addition, Paltel Group presents a scholarship program for academically distinguished sons and daughters of Paltel Group employees, 11 scholarships are offered annually, reaching a total of 64 offered scholarships by the end of 2012. Paltel Group Club and Training Center The Club and Training Center of Paltel Group consists of two main centers of activity namely Paltel Group training center which aims at providing training facilities for Group companies, along with an environment for brainstorming and capacity building meetings, in addition to providing logistics services which are essential for the success of the training programs. The other space for activities is the Paltel Group Club, which is designed to provide a comfortable relaxing and recreational resort for Group employees and their families. 32 33 Governance Commitment to Governance Rules and Regulations Good governance is one of the reasons behind the success and distinction of Paltel Group throughout the previous years, whether in the financial realm or Paltel’s stock attractiveness to investors. Paltel Group’s commitment to rules and regulations of governance is an integral value that the Group abided by voluntarily since it was incorporated and even before approving and ratifying relevant regulations by the Palestine Exchange. Governance is based on a series of operations, policies and internal regulations that govern the management behavior according to international best practices. Paltel Group governance is centered on the regulation of the relationship between different stakeholders like investors, board of directors, executive management, employees, suppliers, customers, government bodies and surrounding community and environment; which aims at achieving goals of the Group in general. Paltel Group did not undertake any joint projects, contractual or other commitments with any relevant party outside the Group’s targets and main scope of work during the year 2012. There was no first kin or affinity relation between members of the Board of Directors and Executive Management members. There was no reported bankruptcy, conviction, banning or sentence on any current member of the Board of Directors or Executive Management during the past five years. 34 Board of Directors and Its Committees The Board of Directors is responsible for the overall performance of the Group; the board membership is ruled by the Group bylaws and regulations that include articles of member’s aptitude to guarantee all members’ complete control of the Group performance. One of the conditions is the ownership of no less than 30,000 stock of the Group as a minimum requirement for board membership, this in addition to the selection of board members according to highest standards of qualification and experience in the Group’s field of work. This in turn will enable the board to define the Group’s strategies and direct its operations according to real conditions and surroundings. The Board’s major tasks include the following: • Approving strategies, budgets and work plans that cover economic, social, environment and ethical performance sides • Ensuring the professionalism and transparency of executive management performance to ascertain that it is up to international best practice levels. • Assigning the Board’s specialized work committees, guiding their work and monitoring their output. • Monitoring financial and operational performance of the Group • Presenting recommendations to investors and shareholders in the general assembly meetings The Board of Directors holds periodic meetings; in 2012 the board held six meetings. In each meeting, the board discussed a previously prepared agenda that usually included the periodic financial results and operational performance indicators of Group companies in addition to any relevant strategic agenda items that need the Board’s decisions within its jurisdiction; voting on strategic decisions is made when necessary. It is worth mentioning here that the Board did not make decisions outside formal board meetings subject to disclosure according to the valid disclosure regulations. 35 Shareholders have voted during the last Ordinary General Assembly Meeting held in April 2012 to approve the financial statements and to discharge the members of the Board of Directors from liabilities for the fiscal year ended 31st December 2011. The company’s auditors were elected for the year 2012, and the Board’s recommendation regarding the dividends distribution for the fiscal year ended 31st December 2011 was also approved, in addition to electing a new Board of Directors for the Company. The Board of Directors holds the Ordinary General Assembly Meeting once a year in the presence of shareholders in order to approve the audited financial statements and previous year’s dividend distribution policy. In light of the election of the current Board of Directors during the Fifteenth General Assembly Meeting on 5th April 2012, under the Paltel Group’s bylaws and regulations, management positions for the current Board of Directors were distributed in terms of selecting the Chairman and Board committees. Mr. Sabih Masri was unanimously selected as chairman of the Board of Directors. The Board also unanimously decided to form board committees as follows: Investment committee: It is comprised of Mr. Samir Hulileh, Mr. Ammar Aker and Dr. Farouq Zuaiter who was assigned as head of this committee. This committee is tasked with the following: • Develop an investment strategy for the Group as well as monitor and follow up its implementation. • Present recommendations to the Board regarding the investment opportunities. • Identify the proper investment policies. • Present reports regarding Paltel Group investments to the Board of Directors and the General Assembly. Internal audit committee: It is comprised of Mr. Basil Abdel-Nabi, Mr. Basem Abdel Halim and Mr. Talal Nasiruddin who was assigned as head of this committee. This committee is tasked with the following: • Liaise with the Internal Audit and the Board of Directors. • Supervise the implementation of policies and accounting and operational standards. • Take proactive actions around revenue assurance and risk reduction. • Monitor the process of internal audit in the Group to ensure effective implementation according to the agreed criteria. • Preserve the independence and neutrality of internal audit. Gaza Committee: It is comprised of Mr. Sharhabil Al-Zaim, Mr. Ammar Aker and Mr. Mamoun Abushahla who was assigned as head of this committee. This committee is tasked with the following: • Follow up all Paltel Group interests in Gaza Strip. • Preparing action plans for Gaza Strip, especially for exceptional circumstances. • Presenting reports and recommendations to the Board regarding the Group’s activities in Gaza Strip. 36 Current key positions held by PG Executive Management in other locally listed companies Members of Executive Management Names of listed companies where an Executive Management member is a member of its Board of Directors Ammar Aker Palestine Telecommunications Company (PALTEL), Palestine Development and Investment Ltd. (PADICO), Jericho Gate Real Estate Investment Co. Abdul Majed Melhem Palestine Plastic Industries Co. (PPIC) and Golden Wheat Mills Co. Rami Shamshoum Golden Wheat Mills Co. Ghassan Anabtawi PalAqar for Real Estate Development & Management Co. Board of Directors Performance The Board of Directors’ performance is measured through the General Assembly Meeting which normally takes place after the investors have the chance to review the results of the Group performance. The Board’s performance is also monitored by the Companies’ General Controller and Palestinian Capital Market Authority. The Board presents comprehensive reports that highlight financial and operational progress and Group performance in general; the Board assesses the reports against agreed plans that are normally approved in the board meeting in December of every year when the Board approves next year’s plan and budget. The top management’s benefits and remuneration reached JOD 1.663 million as short-term benefits and JOD 193 thousand as short-term benefits in addition to JOD 412 thousand being Board of Directors’ benefits. There are no work contracts between the company and the Board members; as for Executive Management, their contracts do not include limitation or exemption of responsibilities considering that the CEO is also a board member of the company. Internal Control and Monitoring Regulations The Group’s Executive Management is committed to taking internal control and monitoring measures to be fully implemented through a set of procedures and regulations related to the decision-making process. This occurs on disclosure of all operations that achieve the Group’s objectives and targets and also assesses performance whether from productivity, quality or managerial sides; this includes the different accounting sides and fixed assets accounting and reliability of accounting books and records. Based on this, the Executive Management follows best internal control practices that guarantee definition of responsibilities, authorities and roles. The Executive Management works closely on enhancing the function of the internal audit across the Group, being one of the main control functions in the company. The Internal Audit presents its periodic reports to the Executive Management and the Internal Audit Committee to project the soundness and efficacy of control systems. Furthermore, the Internal Audit highlights the control and preventive measures for any possible risks in Group operations to be dealt with by the Internal Audit Committee and the Executive Management take all necessary remedial measures for any arising points. 37 Commitment to Disclosure Paltel Group proved its commitment to disclosure and transparency standards since its establishment and implementation of the stock exchange law afterwards; this commitment was embodied in announcing and disclosing publicly all necessary information that influence the Group’s profitability or its financial position or any other information that has any reflection on the stock price or value in full accordance with article (9) of the valid disclosure law. The Group’s commitment to disclosing and providing such information periodically to the Palestinian Capital Market Authority and Palestinian Stock Exchange enables for equal-opportunity access to information as an original right tor all shareholders or whoever is in their position. Legal Procedures and Issues • Paltel Group filed a lawsuit in 2008 against the decisions of the Tax Valuation Officer in the Court of Tax Appeals. • Paltel Group had no unexpected fundamental financial obligations until 31st December 2012. • That, in addition to other non-essential legal issues. Investor Relations Paltel Group continues to work on giving investors the attention they deserve, by turning the attention to investors into a well-established culture among the Group’s companies. The Group is constantly trying to remain in touch with its shareholders through its Investor Relations Directorate. This Directorate is devoted to managing and developing investor affairs in line with the growth of the Group’s assets and investments so as to maintain shareholders’ equity. Moreover, the directorate is committed to communication with shareholders from inside and outside Palestine through various communication mechanisms. Hence, the investors’ inquiries can be answered through announced fixed-line numbers, mobile numbers, fax, mail, e-mail and other media channels, such as the Group’s website which contains a section dedicated to provide investors with all the necessary information about the Group and its investments. The main functions of the Investor Relations Directorate are as follows: • Communicate with investors, answer all inquiries promptly, efficiently and professionally in the fastest manner. • Prepare and hand out required reports to the investor through various channels of communication. • Manage and implement the Ordinary General Assembly Meetings and extraordinary meetings if needed. • Manage the distribution of shareholders’ dividends and ensure they receive them in a timely manner. • Manage shareholders’ equity and update their records in coordination with the relevant parties. • Promote investors’ affairs and communicate on their behalf with the relevant official and legal parties. 38 Information communication with shareholders Technology has enabled tremendous improvements in the shareholder communication processes; whether through the Group website or through email and newspaper ads, and soon as the date for the annual Ordinary General Assembly meeting is set, invitations are sent to all shareholders along with soft copies of the annual report on CDs at least two weeks prior to the meeting pursuant to the relevant regulations of the Annual Report disclosure law. A printed copy of the annual report is also distributed to shareholders in the General Assembly meeting and is published on Paltel Group’s website (www. paltelgroup.ps). Sustainability As one of the management and operational pillars of the Group, sustainability is given attention according to the nature of these operations and the diversity of its business and geographic extension. The Board of Directors and Executive Management compelled by their value systems have spared no effort to abide by the highest standards of sustainability in various economic, environmental and social perspectives. In respect to sustainability principles and standards, Paltel Group takes the following actions: • The Board of Directors strongly supports the companies’ compliance with environment protection standards, to this end, Jawwal has obtained ISO (14001) certificate for Environmental Management Systems and Reach obtained ISO (27001) certificate for Information Security Management Systems. • The Board is very keen on and passionate about community development and takes its social responsibility towards the community very seriously. In 2008, the Board launched the Paltel Group Foundation for Community Development to serve as a community support arm through community development projects in education, technology and other fields. • The Board and management both adhere to the highest levels of ethical behavior in Group companies that includes obviating any conflict of interest at the Board and the Executive Management level. • Paltel Group ensures its commitment to license obligations and all other relevant laws and regulations. • Paltel Group issues the sustainability report as per the Global Reporting Initiative (GRI) standards in collaboration with the UN Global Compact (UNGC) as of October 2011. • Paltel Group is now preparing its first UNGC report which will be part of the third Sustainability report for 2013. • Paltel Group seeks to transform the concept of sustainability into a integrated culture amongst employees, suppliers and stakeholders through the adoption of policies and programs that achieve this aim. • The Group explores the community development needs through various channels and most notably through direct communication with community members. 39 Relationship with the Telecommunications Regulator The Palestinian telecommunications market is governed by a number of laws and regulations adopted by the Palestinian National Authority under which the Ministry of Telecommunications and Information Technology operates to achieve continuous development within it. Paltel Group succeeded through its direct and fruitful cooperation with the Ministry of Telecommunications and Information Technology by launching several new technologies that serve the telecommunications sector in general and the Palestinian investor in particular. The Group is also seeking positive cooperation with the Ministry to strengthen its strategic relationship with them through the application of various regulations and instructions issued by the Ministry, which is reflected positively not only on the performance of the Palestinian market but also on the performance of the ICT sector in particular. In light of Palestine’s membership in the United Nations as a “non-member observer state”, the Group strives to gain membership in the International Telecommunication Union and work to attain all the rights of Palestine in 3G frequencies and other features generally known in the ICT field. By virtue of its license agreement, Paltel Group has the right to establish, manage and operate all kinds of lines of service: Fixed, mobile, ADSL, data services and other telecommunications services for a period of twenty years. Paltel Group is subject to all laws in Palestine and its amendments including tax laws; for instance provisions of Income Tax law No. (8) for 2011 which increased the tax burden on taxpayers. 40 Shareholders and Stock Performance Achievements in Investment Attraction to Paltel Stock Paltel Group volume and diversity of technical and commercial operations arms the company’s stock with higher stability as a result of service diversity and different growth rates in these services. Furthermore, Paltel stock is distinguished with its remarkable and sustainable return during the past years based on stable dividends which is an indicator on the Group’s stable growth and solid performance. Paltel stock listed as (PALTEL) in Palestine Exchange has 131,625,000 stocks with 7,579 shareholders as of 31/12/2012. Paltel Group reinforced the trust of its investors by distributing the highest dividend rates in 2012 from 2011 net income compared to other listed companies on the Palestine Stock Exchange; the total amount of dividends in the mentioned year reached JOD 57.7 million. Moreover, Paltel stock is endowed with a high ratio of free float to exceed 50% which reflects the stock liquidity and public trading. The market value of Paltel stock forms 33% which is the highest in the market to reach US$ 956,091,166 of the Palestine Stock Exchange value as of 31/12/2012. In addition, Paltel stock achieved the highest trading value in 2012 to reach US$ 100,263,578 which forms 37% of the total trading on the Palestine Exchange. Paltel’s stock weight is the highest and most influential in the Al-Quds Index to reach 40% of the index sample according to the Palestine Exchange. Rasmala Coverage Report about the Group The results of Rasmala Investment Bank ltd. analyst coverage on 11 December 2012 recommends investment in Paltel Stock based on the Group’s profitability, feasibility and return on investment. The analyst coverage report stated that Paltel Group leads the Palestinian Stock Exchange in addition to its solid financial status and stability of dividends. Rasmala is one of the leading regional investment groups with operational presence in KSA, UAE, Oman and Egypt. Rasmala Holdings manages about a billion in assets for its customers in the private sector. Rasmala published another analyst report about the promising investment opportunities in Palestine. Both reports are available on the Rasmala website in addition to the Paltel Group website www.paltelgroup.ps Shareholders of more than % 5 of the Group capital Shareholders whose ownership exceeds 5% of the Group’s Capital No. of Shares Percentage of Total Capital As of 31/12/2012 As of 31/12/2011 As of 31/12/2012 As of 31/12/2011 PADICO 40,086,874 40,400,374 30.46% 30.69% )Palestine Investment Fund (PIF 11,156,498 11,000,000 8.48% 8.36% There is no majority shareholder of Paltel stock who has a majority share voting or could assign a majority of voting board members in board meetings, taking into consideration the ratio of stock Padico Holdings has as mentioned in the table above. Paltel Share Close Price for the Last 5 Years Share Close Price (JOD) 2012 2011 2010 2009 2008 5.15 5.29 5.28 5.14 4.94 41 Paltel Share Trading Activity Exchange Palestine Exchange (PEX) Year No .of Transactions )Transaction( Trading Volume )Share( Trading Value )USD( Open Price )JOD( Highest Price )JOD( Lowest Price )JOD( 2012 5,485 13,731,826 100,263,578 5.29 5.58 4.4 2011 6,672 18,191,089 133,403,099 5.22 5.55 4.95 Earnings per Share Year 2012 2011 EPS (JOD) 0.624 0.689 The Board of Directors recommended in its meeting on 5 March 2013 to the General Assembly Meeting planned on 4 April a 45% dividends distribution. Paltel Share Dividends Yield* Year 2012 2011 2010 2009 2008 Dividends Yield 8.7% 7.6% 7.6% 6.8% 8.1% * The Dividends Yield was calculated based on the close price as end of each year. The year 2012 had remarkable achievements through which Paltel Group aimed at attracting external investments. Furthermore, Paltel Group appeared through its co-sponsorship with PADICO of the sixth annual Palestinian Capital Market Forum which was held on 11 December 2012. The forum discussed the existing challenges and future horizons of stock exchange sector; experts from Palestine, Jordan, UAE and USA attended the forum alongside with Palestinian businesses, official representative bodies and the media. 42 Social Respontsibility During the year 2012, Paltel Group continued to reinforce its commitment to social responsibility based on the Group’s belief in the importance of community empowerment and sustainability. Depending on a clear strategic vision and a precise action plan, Paltel Group contributed collectively to help in achieving the Group’s social goals and supporting those who need this help most. Through the Social Responsibility Fund, Paltel Group sought to achieve all the Social Responsibility objectives in the short-term programs and urgent needs particularly in marginalized areas, whereas Paltel Group Foundation for Community Development is dedicated to long-term sustainability and socio-economic development progress in Palestine. Paltel Group Foundation for Community Development Throughout the past four years, Paltel Group has introduced a new vision and approach to CSR in Palestine through PG Foundation’s projects and programs for long-term sustainable development. PGF has systematically directed its contribution to focus on important and vital sectors in order to support the Palestinian society as well as the marginalized groups of society and those in need for empowerment beside technical and financial support. Under this direction, the Group allocates 2% of its profits on an annual basis as part of its commitment to contribute to sustainable human development in Palestine in parallel with short term humanitarian interventions. It’s worth noting that all of Paltel Group’s activities and achievements in CSR and community development areas are published in the annual report issued by PGF. The report can be viewed at PGF website www.pgfoundation.ps. The Social Responsibility fund for short-term initiatives has served around 250 institutions of which150 work within development and humanitarian programs while nearly 50 institutions work in all of women’s empowerment programs and technological development programs. The Fund’s objectives and areas of work for 2013 include the following: • Continue its support for women empowerment programs • Use of technology as an intervention tool to improve community conditions • Provide speedy humanitarian interventions for marginalized areas • Raising awareness about the value of social programs 43 Social Responsibility Achievements in the Education Sector,2012 Paltel Group Scholarship Program: • PGF offers 400 scholarships annually enabling a total of 1,995 students to enroll in Palestinian universities by the end of 2012, girls form 61%, while 3% are students with special needs. • Orphans living in orphanage houses form 14% of the beneficiaries. • Students from Gaza Strip form 36% of the beneficiaries. Efad Program This community-based scholarship grants professors a Ph.D from international universities in the specializations of IT, Nursing, Geography and Media fields. Qalandia Institute for Vocational Training In cooperation with UNRWA44 , students have graduated from the Vocational Training Institute; 90% of whom entered the job market. AbjadNet program for technological development at Palestinian schools • Connecting 60 schools to the Internet. • Development of Arabic educational e-content in compliance with the Palestinian curriculum. Sesame street project for kindergarten • Distribution of 1,000 educational materials to Kindergartens in the West Bank and training teachers on use of such materials. • Several shows were held for 1,500 kids in various cities. 44 45 Achievements in the Technology Sector As a way of spreading the culture of internet and computing among Palestinian people, 250 PCs with internet access were distributed to 69 community institutions;of which 23 were granted operating laboratories, including 8-12 devices per institution. Mobile Applications Development Initiative (MADI) • This initiative was implemented in cooperation with the Palestinian incubator for Information Technology (PICTI) and has benefited 34% of Gaza Strip. • As for the first phase, 20 young people were trained, five of whom were selected to represent the final entrepreneurs who were able to put their ideas into practice 46 47 Group Companies’ Performance Report 48 49 Palestine Telecommunications Co. (Paltel) About Paltel Paltel aims at enriching the lives of it subscribers through providing creative and entertaining solutions for both corporate and residential lines as a reward to their loyalty. The company achieves this through providing innovative and distinguished telecom services of high quality including fixed line, internet and data in addition to value added services. To this end, Paltel strives to continue leading the telecom and IT sector in Palestine since it was incorporated more than 15 years ago as the first company in Paltel Group. Vision To enrich the life of our subscribers with innovative communication and entertainment solutions that allow the subscriber to live life the way he wants it” Mission We are keen on providing high quality services, with competitive prices that meet our customers’ expectations which lead them to new horizons in the world of telecommunications. Paltel Strategy in 2012 Paltel adopted a specific strategy in 2012 which was the company’s fifteenth commercial anniversary and in which the company achieved notable results at both local and regional levels. Besides valuing its customers, the company strived to retain its market share and enhance the culture of using fixed lines. Paltel also excelled in providing high quality broadband services at preferred prices combined with innovative solutions for corporate customers. Furthermore, Paltel succeeded in establishing international networks which enabled improvement of telecom services for Palestinian customers and simultaneously strengthened the IT infrastructure in Palestine. Paltel achieved its strategy through the following: • Continued investment in the network and using most up to date infrastructure technologies • Launching a series of distinctive campaigns that attracted new subscribers • Providing a diversity of corporate services worldwide and providing high bandwidths at preferable prices The results of 2012 reflected a growth in different products and subscriber base compared to previous years and this was achieved through: 50 • Launching an intensive series of campaigns in order to attract the biggest number of subscribers and increase the company’s market share. • Developing a group of loyalty programs that retain subscribers and meet their expectations • Enhancing use of fixed telephony through a bundle of programs that enforce originality of residential fixed lines • Launching aggressive awareness campaigns that highlight the advantages of access line via (BSA) that include preserving privacy and information secrecy which is guaranteed when subscribing through Paltel. Paltel Achievements and projects in 2012 • Partnership with Pantel, a Turkish Telecoms Group subsidiary, the first Palestinian independent and direct connection through submarine cable which formed a new direction in Palestinian technology sector and placed Paltel amongst the leading telecom operators in the Middle East. This also enabled Paltel to provide a diversity of corporate services worldwide with high bandwidths at preferable prices. • Widening the networks of Metro Ethernet project in all West Bank cities and establishing for the project initiation in the Gaza Strip. • Developing and expanding the strategic fiber optics network in all West Bank and Gaza Strip cities which helps in connecting corporate customers’ sites and providing high quality bandwidths. • Closing the year 2012 planned part of the Shortening the Loop project in West Bank and Gaza Strip which helps Paltel provide high bandwidth in un-served locations. • Through the fixed line service, Paltel connected voice and internet services to a number of less advantaged bordering villages living under military occupation threats.In spite of the logistical and political hardships the company faced in implementing such projects like in Bethlehem and Mawasi Khan Younes. • Paltel entered into agreements with broadband providers under which the companies obtain high bandwidths via Paltel’s fiber optics network to provide high quality bandwidth to their customers. • Entering into agreements with international operators to provide high quality (IP-VPN/ MPLS) services with high security and at competitive prices for corporate customers in local, Arab and European markets. • Entering into agreements with leading international companies like (British Telecom, BICS) for international traffic routing at high quality and preferred prices through direct routes of these companies globally.. • Connecting a number of branches of corporate customers to their HQ through fiber optics network and (IP-VPN) at high quality, security and best prices. • Upgrading switching capacity using modern technologies to accommodate the growing numbers of subscribers. 51 Paltel’s Future Strategies The year 2012 willwitness launching new products and high quality services with preferred prices, additionally; the company will use latest technologies that will contribute to improving corporate customers’ operations and enriching subscribers’ lives. This will place Paltel in the rank of the best telecom and IT service providers in the Palestinian market maintaining the company’s excellence through distinguished campaigns that reward existing subscribers and attracting new ones. Key Performance Indicators • Fixed line subscribers grew at 2.9% from previous year to reach 396 thousand lines. • Capacity of fixed line switches expanded to reach 519 thousand lines at the end of 2012. • The total number of countries that have direct connection with Palestine reached 123 countries at the end of 2012. • Telephone and internet service were extended to new unserved less advantaged localities and clusters. Fixed line service penetration rate reached 9.9% of population at the end of 2012 396 400 385 390 380 Number of active fixed lines at the end of 2012 compared to four previous years (‘000) lines 371 370 360 363 358 350 340 330 2008 52 2009 2010 2011 2012 • Number of ADSL reached 185 thousand lines with a growth rate of 18.9$ from the previous year. • An increase of 45% in ADSL capacity average . • Providing services to corporate customers, connecting them to the world and providing high quality services at the best prices. • Developing and expanding the fiber optics network in both West Bank and Gaza Strip cities. ADSL penetration rate reached 46.8% from total fixed lines at the end of 2012 185 200 180 156 160 140 108 92 120 Number of (ADSL) at the end of 100 2012 compared to four previous 80 years (‘000) lines 60 72 40 20 2008 2009 2010 2011 2012 • Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) remained stable at 31% same as previous year • The Gross Profit Margin grew from 76% in 2011 to 78% in 2012 53 Palestine Cellular Communications Company Jawwal About Jawwal In 1999, Jawwal was established as the first cellular company in Palestine, where it has managed to achieve consecutive and concrete achievements since its launch. As the leading mobile operator, Jawwal has succeeded in the Palestinian market by reaching more than 2.5 million subscribers by the end of 2012. Jawwal has proved its superior ability to build bridges of trust, efficiency and reliability with the community, through its outreach to individuals and groups throughout the Palestinian Territories. Since its launch, Jawwal succeeded to achieve its goals, which is represented in its market share of 79% of the Palestinian market. In 2004, it In addition, Jawwal offers international roaming services with more than 397 operators in over 161 countries and has coverage up to 98% of the West Bank and Gaza Strip. Vision Jawwal aims to maintain its lead in a market where all Palestinians enjoy the benefits of an efficient and quality wireless communications. Jawwal also seeks to play a pivotal role in uniting hearts and enriching lives of individuals in its local community, going ahead with its continued development in line with the national economic growth. also obtained the “Environmental Quality Management” certificate (ISO14001). With its network of 29 highly equipped service centers and more than 1,000 distributers and 10,000 point of sales Major Campaigns and Packages in 2012 in the West Bank and the Gaza Strip, Jawwal was able to complete the difficult task of becoming an integral part of The company launched a number of commercial cam- its subscribers lives were they depend on our services in paigns and offers that targeted all segments of subscrib- order to conduct their daily business and communication ers in 2012, the campaigns included: needs. 54 Company Achievements in 2012 • The company maintained its leading role in mobile telephony with a 79%* market share in Palestine. • Launching a series of new and distinguished commercial campaigns that meet different segments of customers • Successful retention of key and strategic accounts through a specific loyalty program • Enhancing the positive image about service rates and prices amongst subscribers through intensive awareness cam paigns about the most convenient package for each segment of subscribers. • The company paced in implementing its telecoms and IT strategies in Palestine in addition to developing the internal work environment in accordance with international pace; all whch was achieved through the following: Developing the systems and procedures of customer service center which resulted in minimizing the number of incoming complaints, reducing work load at the contact center and increasing the number of successfully-served calls. The auto-reply systems were also developed to enable subscribers activate or deactivate their subscription in any of the services or offers. Launching Jawwal’s website with a new design and applications that ease the access to information in addition to developing “Hisabi” page through which customers can activate services. • More focus on social media where likes on Jawwal Facebook official page exceeded 650.000 to place Jawwal as the biggest corporate Facebook page in Palestine. • Launching ”Go Professional”, a training program for fresh graduates and young talent in commercial, management, finance, languages and technology specialties. Trainees spend 18 months of work in different company departments in order to develop their talents and build their career paths through practical work experience and training courses that will make their transition into the job market easier. • Renewal of Jawwal’s (ISO 14001) license • Qualifying three showrooms according to highest customer service standards in addition to improving the service level by reducing waiting time to less than three minutes. *according to Jawwal’s market research results. 55 Jawwal in the Community Jawwal is committed to the natural role and responsibility it should have in the community, therefore; the company focuses on youth through supporting initiatives that builds their skills and talent. These initiatives include: • Sponsoring Jawwal’s professional football league for three consecutive years and sponsoring the premier league in the Gaza Strip. • Sponsoring the major football, basketball and volleyball championships. • Supporting 15 leading sports clubs in different championships. • Sponsoring the major basketball championships organized by the Palestinian Basketball Union. • Sponsoring the major volleyball championships organized by Palestinian Volleyball Union. • Launching “Dardoosh” championship in universities and implementing “dardoshi nights” –a project for university students and many other activities for key subscribers in West Bank and the Gaza Strip. • Sponsoring different activities and scientific conferences in several Palestinian universities. • Implementing summer camp projects for Palestinian children Jawwal also advocated Palestinian national issues and concerns by launching “Think of Others” campaign that highlighted the hunger strikers taking place by Palestinian prisoners in Israeli jails. That in addition to an initiative to support our people in Gaza Strip during the Israeli war on Gaza in 2012. Jawwal’s Future Strategies • To stay in the leading position in Palestinian cellular communication. • Retaining the company’s market share and increasing the subscriber base to reach 2.6 million by the end of 2013 • Retaining subscribers and increasing their loyalty. • Continued development of Jawwal’s network by evoking latest cellular communications technologies that help provide up to date services • Increasing revenues. • Providing a variety of services and offers that meet expectations of different segments of subscribers 56 • Planning for the launching of 3G services once necessary frequencies are liberated Our ambition is to remain trusted by our subscribers and to keep up with the market growth in addition to overcoming all obstacles against serving our subscribers and enriching their lives through providing the latest IT and telecomservices. Key Performance Indicators • Jawwal subscriber base grew from 2.42 million at the end of 2011 to 2.58 million at the end of 2012 Growth rate in prepaid and postpaid subscribers reached 6.4% at the end of 2012 compared to end of 2011 3.00 2.42 2.50 2.58 2.25 2.00 1.80 1.50 1.31 1.00 0.50 2008 • Revenues decreased at 1.8% to reach JOD 273 million at the end of 2011 compared to JOD 278 million at the end of 2012, this is referred in the fluctuation of currency exchange rates between JOD and NIS during 2012. • Jawwal network coverage in West Bank and Gaza Strip reached 98% at the end of 2012. • Mobile phone market penetration rate in Palestine reached 77% at the end of 2012 2009 2010 2011 2012 • Jawwal’s market share reached 79% of Palestinian cellular mobile market at the end of 2012 • Jawwal’s series of service centers which includes 29 fully-equipped at high standards, more than 1,000 dealers and more than 10,000 points of sales in the West Bank and Gaza Strip by the end of 2012. • A total of 136 stations were installed and operated under the extension works in the West Bank and Gaza Strip during 2012. * Jawwal revenues above before excluding the inter-group revenues Monthly ARPU in JOD 16.0 14.0 13.7 12.6 12.0 10.5 10.4 10.0 9.2 8.0 6.0 4.0 2.0 0.0 2008 2009 2010 ** 2011 2012 ** Monthly revenue was calculated without any changes on 2011 revenues 57 Hadara Investment Company About Hadara Hadara is the first internet company in Palestine providing the highest internet speed. Hadara works on bringing the most recent internet provision technologies to serve its customers. In addition, the company provides other related internet services such as : Domain registration, web hosting, bulk sms services, internet security and other value added services for individual and corporate customers. Since its launch, Hadara has maintained a leading position in the Palestinian internet market which was made possible through continued investment in high-tech equipment in order to enrich the Palestinian internet market with a diversity of services that present Hadara as a distinguished company at the local, regional and international levels. Vision Continued search for employing most recent technologies that provide best solutions and highest internet speeds in Palestine, in addition to providing customers with the latest technologies and services that meet their needs, expectations and ambitions by bridging the digital gap and building a knowledge-based society and economy. Mission Innovation and employing the two pillars of knowledge and technology advancement as way of utilizing all our innate abilities and strengths in order to enrich Palestinian society with high quality services at international standards that meet individual and corporate users’ expectations. Company Strategies in 2012 Hadara strategies in 2012 included the following: 58 Company Strategies in 2012 Hadara strategies in 2012 included the following: • Excellence in internet service provision in Palestine by providing high quality services to individual and corporate internet users. • Commitment to providing best offers and diversity of services to Hadara customers. • Expanding the points of sale networks in the West Bank and Gaza Strip. Strategies were implemented through: • Diversification of services at high quality level and focusing on post-sales services. • Inaugurating customer service centers in Jenin, Tulkarem and Rafah in order to improve service level and enhance direct communications with customers. • Launching value added services like “Aman” which provided security and audiovisual broadcasting through the internet. • Duplication of internet speed at the same price for Hadara customers 59 Company Achievements in 2012 The year 2012 market a group of achievements that include: • Expanding the internet network that provided Hadara customers with highest speeds and bandwidth in Palestine • Increasing the number of customer service centers to become 12 centers in West Bank and Gaza Strip • Widening Hadara dealers’ network to reach 200 dealers in West Bank and Gaza Strip. • Providing diversity of value added services like safe internet, bulk SMS, web hosting and many other services that exceed customers’ expectations. • Based on Hadara’s attention to education, the company sponsored a series of activities in this sector in the West Bank and Gaza Strip such as: Sponsoring activities of the Internet Safe Day in a cluster of villages west of Ramallah in which many cultural and arts activities targeted school students to raise their awareness on safe use of the internet. Sponsoring a series of extracurricular educational activities in more than 35 schools across Palestinian communities. Sponsoring activities that encourage deployment of internet service in Palestine. • Hadara launched its “Hadara Aman” service which provides safer internet services in Palestine since it is supported by technologies that categorizes websites into 80 different groups according to their content.This provides safe browsing of the internet and controlling of the service at the end-users’ location. • Hadara launched a new Virtual Private Server (VPS) service which is one of the most recent hosting service globally where the customer can have a dedicated server without purchase of any hardware and the service is available at any time with a reasonable price. • The company launched the live streaming service which enables TV and radio stations to broadcast their content through the internet with high quality and ease to enhance their presence amongst their viewers locally and internationally.This is made possible by providing best live streaming solutions through the internet. • Hadara launched its page on different social media sites to work as an additional communication channel with customers and the public. • The company launched Hadara Portal for customers to facilitate their communication with the company • Hadara launched the SMS service with Shasha news to provide quick news services to different community members; similarly, SMS service with Jobs career portal in the West Bank and Gaza Strip. 60 Year 2012 Products, Campaigns and Services (Da’afnaha, Mother of Campaigns, Internet & Router) campaigns that provide the best offers to customers and encourages them to use the internet and benefit from the technology knowledge base in Palestine and make the internet available in each Palestinian home. Below is a brief description of these campaigns: • Da3afnaha: Existing and new customers may duplicate their internet speed at the same price • Mother of Campaigns: The campaign gives free threemonth internet, prizes for Hadara customers; free months, eight gold Liras and two Peugeots 206. • Internet and Router: The new customer receives a free router in the West Bank and Gaza Strip Company Future Strategies The company looks to remain as the leading internet service provider in Palestine and the company adopted the following strategies for 2013: • To continue offeringrecent products and services that meet the needs and expectations of customers and which will keep Hadara at the top of the internet service providers list • Developing customer services Key Performance Indicators • Revenues reached JOD 7.5 million at the end of 2012 The compound growth rate in ADSL reached 14% in the past five years • Hadara showrooms reached eight in the West Bank and four in the Gaza Strip at the end of 2012 • Dealers reached 103 in the West Bank and 100 in the Gaza Strip at the end of 2012 • Total number of Hadara employees reached 100 in the West Bank and Gaza Strip at the end of 2012 • Revenues in 2012 increased at 22% compared to 2011 with a compound growth rate of 13% during 2008-2012. 61 Reach Communication Services Co. About Reach Reach is the first Palestinian customer care and contact center management company offering high‐quality, performance driven services through multi-communication channels at affordable rates. Reach aims to help clients expand their customer base through creative, yet strategic solutions. Reach is able to file over 67,000 calls per day through the use of the 260 Cisco IPCC technology system seats. Reach works around the clock to serve customers and global markets with 563 multilingual employees in Ramallah, 20 of who are located in Bethlehem. The company also includes 248 part-time university students in Nablus. Reach services are customized to meet our strategic clients’ needs by understanding their goals and providing their services in a way that promotes the concept of customer service. Reach also turn the customers’ needs and requirements into policies, procedures and technological requirements while training their employees on service delivery mechanisms over the phone to offer high-quality services. In 2012, Reach renewed its (ISO 27001) certification successfully, indicating the enhancement to the quality and high standard of our business services. In addition, Reach ensures that at least 5% of its employment capacity is dedicated to those with special needs while females consist of et 22% of the company.. Vision To be a leading customer management service provider company, regionally and internationallyby offering high quality services to a wide range of customers through multiple communication channels and service platforms. Mission To provide and perform comprehensive customer management and quality customer care services to its customers, through enhanced multi-interaction venues in line with Group goals. Reach Strategy in 2012 Focus on expanding customers’ base locally and internationally while making sure of having the equivalent number of employees to provide that number of customers with high-quality services and deliver more value to its customers that earns their respect and loyalty. 62 Major achievements of 2012 • Expand the local customer base of Reach in the following sectors: Banking sector: Signing an agreement with the Bank of Palestine Automotive sector: Signing an agreement with Gargour Motor Company – the Mercedes agent in Palestine. Advertising sector: Signing an agreement with YellowPages. Palestinian startups and entrepreneurs: Signing an agreement with “Yamsafer” company, an online travel website • Reach celebrated the opening of its third branch in Bethlehem. • Renewal of Reach’s (ISO 27001) certification for Information Security Management. • Deployment of IVR project to enhance our business services quality and accelerate their access to information. • The use of cell phone messages as a means of customer care service, where they receive answers to their questions through SMS, such as Telephone Directory service (144). • Implementation of the employee information security awareness project about information security and protection. • Expanding vertically in serving the company’s customers in the United States of America. Reach’s Future Strategies • Increase the company’s market share locally, regionally and globally • Enhance quality of business services • Introduce new customer care channels Key Performance Indicators • In 2012, international revenue increased by 15% compared to 2011 • In 2012, local revenue increased by 5% compared to 2011 • In 2012, AHT decreased by 00:16 seconds (from 1:42 in 2011 to 1:26 in 2012) • In 2012, ASA decreased by 00:28 seconds (from 0:50 in 2011 to 0:22 in 2012) • In 2012, Abandoned Rate decreased by 6% (from 12% in 2011 to 6% in 2012) • Operating revenue reached JOD 5.6 million by the end of 2012 compared with JOD 5.3 million by the end of 2011 • Growth in fixed assets before depreciation by 7% by the end of 2012 compared with the end of 2011. • In 2012, Accessibility Rate increased by 6% ( from 88% in 2011 to 94% in 2012) • The number of outgoing calls exceeded 3,000 calls per day. • Growth in revenue by 6.9% end of 2012 compared with end of 2011. 63 Palmedia for Multimedia Services Co. (Palmedia) About Palmedia Palmedia, the media arm of Paltel Groupwas launched in November 2004 as one of the leading media production and broadcasting centers in Palestine. Palmedia succeeded in securing a media center in the region at an advanced level to serve its customers through Paltel’s fiber optics and transmission network and via satellite as well. Palmedia is also capable of securing new coverage and high quality media production services for satellite channels, news agencies globally through the company’s central studios, production facilities, media centers and Satellite News Gatherings (SNGs). Palmedia has become the preferred choice for government and private bodies in breaking news coverage, events coverage and continued coverage using its qualified and talented team members. Vision Palmedia is the leading and biggest media center in Palestine that provides broadcast connectivity, media content and services to different media through ICT and satellite broadcasting with high quality and efficacy. Mission Strengthening the media market in Palestine through upgrading quality and technical know-how and aligning the company’s service with Paltel Group’s widespread bundle of services. Company Strategy in 2012 Palmedia was restructured in 2012 based on a long-term strategy with more flexible range of services in serving media channels. The strategy also includes closer coordination in resource management with Paltel in order to improve the communication services at high quality. This will secure long-terms profitable contracts based on investment in infrastructure and building local and regional alliances for this purpose. 64 Achievements of the Year 2012 • Events and Activities Coverage Palmedia excelled in covering important nationwide events in 2012 like the Israeli war on Gaza, Jerusalem events, Palestine State (Resolution 194) events which reached a wide range of Arab, International satellite channels and news agencies. That in addition to events recurrently covered by Palmedia as Expotech, Christmas Eve events, Presidential Bureau and Prime Minister’s office activities and Paltel Group’s events and activities. New customers joined Palmedia’s customer list like the English Russia Today and IHA Turkey and some other European Channels. • Media Production and Editing Palmedia produced many distinguished films like: Jerusalem Investment Forum film, WEF Istanbul film in addition to producing documentaries about Jerusalem and villages of the displaced people. The company also produced films in festivals like Oman Film Festival. Palmedia Future Strategies Palmedia will work on the strategy formed in 2012 to accomplish the restructuring and improve the quality of streaming and other existing services. The company will focus on enhancing the infrastructure of media production companies through utilizing the satellite broadcasting and availing Paltel’s fiber optic networks at the requested bandwidth. The company extended its geographic extension under which satellite broadcasting contracts will be signed with customers in Jordan and Europe. The current fiber optics network will be expanded to play an important role in Palmedia’s operations in 2013. Palmedia will build strategic alliances with regional partners and will enhance the role of Paltel’s fiber optics network in satellite broadcasting to place Palmedia in a reputable location in Palestinian media sector and reduce operations costs in a major portion. At the end of 2013, Palmedia will be ready to storm the satellite transmission market seriously and in a way that provides customers with a band of services and satellite coverage. Key Performance Indicators The operational revenues decreased at 7% to reach JOD 1.64 million at the end of 2012 compared to JOD 1.76 million at the end of 2011. • Growth rate in fixed assets reached 9.6% at the end of 2012 compared with 2011. 65 Hulul IT Company (Hulul) About Hulul Hulul is specialized in providing different IT services for Paltel Group Companies including support to fixed line, mobile and internet billing systems. Hulul also supports the applications, databases and customer service systems in the Group companies. The company’s qualified human resources manage the technical systems with data centers, networks and information security. Vision Providing best technology services for Paltel Group companies through building the technical capacity and its applications in a remarkable manner Mission Applying the best systems in Paltel Group companies and providing latest technologies that improve performance and increase efficacy and preserve information security and privacy measures for users and customers. Hulul supplies the equipment and systems that achieve these results. Company Strategy in 2012 Hulul worked in 2012 on building its technological capacity and improving it to match with latest technologies; this was achieved through hard work and wise selection of talent and providing best training to this talent in order to enable it to provide the best services and applications for Paltel Group companies and in turn, enable these companies to serve their customers properly and securely. 66 Company Achievements in 2012 Hulul installed several systems for Paltel Group companies, some of these support customer service and others organize internal work procedures. Hulul also installed new technologies for central remote control in computer maintenance which helps in tracking access to computers for higher security. The remote maintenance system also limits the help desk access to PCs unless the PC owner permits this access. Hulul installed a total of 25 systems in 2012 as follows: 11 for Jawwal, nine for Paltel and five other inter-company systems. Company Future Strategies • Building a high level technology capacity and matching with latest technologies through direct attention to company talent and training the human resources according to highest international standards. • Building logical plans to reach targets and provide the Group companies with latest equipment that enable performance excellence at local and international levels. 67 68 69 70 71 PALESTINE TELECOMMUNICATIONS COMPANY P.L.C. CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2012 Notes 2012 JD ‘000s 2011 JD ‘000s Assets Non‑current assets Property, plant and equipment4 Intangible assets5 Projects in progress6 Materials 7 Investment in associates8 Available‑for‑sale investments9 Investment properties10 Other non‑current financial assets11 198,651 34,264 3,503 15,827 38,290 84,718 7,138 51,826 434,217 207,508 29,722 6,809 16,229 44,124 49,818 6,753 21,270 382,233 Total Assets 8,881 89,500 30,296 7,414 46,213 182,304 616,521 6,592 73,963 40,632 8,243 63,179 192,609 574,842 Equity and liabilities Equity Paid‑in share capital17 Statutory reserve18 Voluntary reserve18 Special reserve18 Foreign currency translation Available‑for‑sale reserve9 Retained earnings 131,625 32,906 6,756 7,950 (50) (593) 279,979 131,625 32,906 6,756 7,950 (31) (973) 250,497 Total equity 458,573 428,730 7,090 29,151 36,241 21,270 26,112 47,382 41,907 15,198 4,373 60,229 121,707 157,948 616,521 32,414 14,180 2,967 49,169 98,730 146,112 574,842 Current assets Inventories12 Accounts receivable13 Prepayments and other current assets14 Financial assets held for trading15 Cash and cash equivalents16 Non‑current liabilities Non‑current interest‑bearing loans and borrowings20 Provision for employees› indemnity21 Current liabilities Accounts payable22 Current interest‑bearing loans and borrowings23 Provision for income tax24 Other current liabilities25 Total liabilities Total Equity and Liabilities The attached nots 1 to 39 from part of these consolidated financial statements. 72 PALESTINE TELECOMMUNICATIONS COMPANY P.L.C. CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2012 Notes Revenues26 Telecommunication services costs27 License fees28 Other costs29 Operating and administrative expenses30 Loss from investments31 Finance costs Other income (expenses)32 Profit before income tax Income tax expense24 Profit for the year Basic and diluted earnings per share33 2012 2011 JD ‘000s JD ‘000s 365,852 (32,374) (26,636) (23,085) 283,757 370,605 (29,728) (27,185) (25,215) 288,477 (171,698) (6,845) (1,478) 1,903 105,639 (23,507) 82,132 (161,036) (18,169) (2,127) (6,135) 101,010 (10,266) 90,744 0.624 0.689 The attached nots 1 to 39 from part of these consolidated financial statements. 73 PALESTINE TELECOMMUNICATIONS COMPANY P.L.C. CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2012 Profit for the year 2012 2011 JD ‘000s JD ‘000s 82,132 90,744 (2,933) (4,916) 3,313 4,183 Foreign currency translation (19) (5) Other comprehensive income for the year 361 (738) Total comprehensive income for the year 82,493 90,006 Other comprehensive income: Net losses on available‑for‑sale investments Impairment loss recognized in the income statement The attached nots 1 to 39 from part of these consolidated financial statements. 74 PALESTINE TELECOMMUNICATIONS COMPANY P.L.C. CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2012 Available ‑for‑sale Retained Total Reserves 428,730 Foreign currency Paid‑in share 250,497 82,132 equity (973) 82,132 361 earnings (31) - - 82,493 reserve 7,950 - 380 82,132 (52,650) translation 6,756 - (19) 380 (52,650) 458,573 Special 32,906 - - (19) - 279,979 391,374 Voluntary 131,625 - - - - (593) 212,403 90,744 Statutory - - - (50) (240) 90,744 (738) capital Profit for the year - - 7,950 (26) - - 90,006 JD “000s Other comprehensive income - - 6,756 7,950 - (733) 90,744 (52,650) JD “000s Total comprehensive income for the year - 32,906 6,756 - (5) (733) (52,650) 428,730 JD “000s Cash dividends (Note 19) 131,625 32,906 - - (5) - 250,497 JD “000s Balance at December 31, 2012 131,625 - - - - (973) JD “000s Balance at January 1, 2011 - - - - (31) JD “000s Profit for the year - - - 7,950 JD “000s Other comprehensive income - - 6,756 JD “000s Total comprehensive income for the year - 32,906 Balance at January 1, 2012 Cash dividends (Note 19) 131,625 Balance at December 31, 2011 The attached nots 1 to 39 from part of these consolidated financial statements. 75 Notes Operating activities Profit before income tax Adjustments for: Depreciation and amortization Provision for doubtful debts Intangible assets impairment loss Loss from investments Loss on disposal of property and equipment Provision for employees› indemnity Finance costs Other non‑cash items Working capital adjustments: Accounts receivable Inventory Prepayments and other current assets Accounts payable Other current liabilities Income taxes paid Employees› indemnity paid Net cash flows from operating activities Investing activities Purchase of available‑for‑sale investments Sale of financial assets held for trading Sale of available‑for‑sale investments Dividends received Investment in an associate Sale of investment in an associate Loans to associates Purchase of intangible assets Purchase of investment properties Disposals of property, plant and equipment Additions to projects in progress, property, plant, and equipment and materials Net cash flows used in investing activities Financing activities Cash dividends paid Settlements of interest‑bearing loans and borrowings Finance costs paid Decrease in restricted deposits Net cash flows used in financing activities Decrease in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year 16 2012 JD ‘000s 2011 JD ‘000s 105,639 101,010 40,906 3,975 2,000 6,845 69 4,838 1,478 (19) 165,731 37,145 5,071 3,000 18,169 292 5,944 2,127 (5) 172,753 (19,512) (2,289) 10,336 9,493 9,234 (22,101) (1,799) 149,093 (15,178) 2,334 22,513 (2,209) (1,048) (6,040) (5,297) 167,828 (37,833) 253 2,845 (636) 669 (30,556) (8,545) (385) 780 (35,813) 286 1,072 (15,600) 399 (27,187) (100,595) (56,611) (106,267) (50,897) (14,180) (1,405) (66,482) (51,545) (15,619) (1,745) 1,012 (67,897) (17,984) (6,336) 63,179 45,195 69,515 63,179 The attached nots 1 to 39 from part of these consolidated financial statements. 76 1.Corporate information Palestine Telecommunications Company P.L.C. (PALTEL) is a limited liability public shareholding company registered and incorporated in Nablus ‑ Palestine on August 2, 1995. PALTEL commenced its operations on January 1, 1997. PALTEL operates under the Telecommunication Law No. (3) of 1996 decreed by the Palestinian National Authority (PNA). PALTEL is engaged in providing, managing, and rendering wireline and wireless services. The consolidated financial statements of Palestine Telecommunications Company P.L.C. for the year ended December 31, 2012 were authorised for issuance in accordance with a resolution of the Board of Directors on March 5, 2013. 2.Consolidated Financial Statements The consolidated financial statements comprise the financial statements of PALTEL and its subsidiaries (the Group) as of December 31, 2012. PALTEL’s direct and indirect ownership in its subsidiaries’ subscribed capital was as follows: Company JAWWAL HADARA PALMEDIA HULUL REACH AYLA Ownership % 2012 2011 100 100 100 100 100 100 100 100 100 100 100 100 Share Capital 2012 Subscribed JD Paid JD 25,000,000 25,000,000 7,100,000 6,833,750 7,000,000 7,000,000 12,500,000 12,500,000 3,500,000 3,500,000 1,800,000 1,800,000 Subsidiaries are companies over which PALTEL exercises control over the financial and operational policies. The Group operates in the Palestinian National Authority territories, except for Ayla which operates in Jordan. 77 3.Significant accounting policies The consolidated financial statements of Palestine Telecommunications Company Plc. and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The consolidated financial statements have been prepared under the historical cost basis, except for financial assets held for trading and available‑for‑sale investments that have been measured at fair value. The consolidated financial statements have been presented in Jordanian Dinars, and all values except when otherwise indicated, are rounded to the nearest thousand (JD ‘000s). Basis of consolidation The consolidated financial statements comprise the financial statements of PALTEL and its subsidiaries as of December 31, 2012. The financial statements of the subsidiaries are prepared for the same reporting year as PALTEL, using consistent accounting policies. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. All intra‑group balances, transactions, unrealised gains and losses resulting from intra‑group transactions and dividends are eliminated in full. Changes in accounting policies The accounting policies adopted are consistent with those of the previous financial year, except for the following amendments to IFRS effective as of 1 January 2012: ‑IFRS 1 First‑Time Adoption of IFRS (Amendments) ‑IAS 12 Income Taxes (Amendment)–Deferred Taxes: Recovery of Underlying Assets ‑IFRS 7 Financial Instruments: Disclosures – Enhanced Derecognition Disclosure Requirements The following standards have been issued but are not yet mandatory, and have not been adopted by the Group. These standards are those that the Group reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. The Group intends to adopt these standards when they become effective. IAS 1 ‑ Financial Statement Presentation – Presentation of Items of Other Comprehensive Income The amendments to IAS 1 change the grouping of items presented in other comprehensive income. Items that could be reclassified (or ‘recycled’) to profit or loss at a future date would be presented separately from items that will never be reclassified. The amendment affects presentation only and has no impact on the Group’s financial position or performance. This amendment is effective for annual periods beginning on or after July 1, 2012. IFRS 9 ‑ Financial Instruments: Classification and Measurement IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group’s financial assets, but will potentially have no impact on classification and measurements of financial liabilities. The Group will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. This new standard is effective for annual periods beginning on or after January 1, 2015. 78 IFRS 10 ‑ Consolidated Financial Statements, IAS 27 ‑ Separate Financial Statements IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes will require management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent. This new standard is effective for annual periods beginning on or after January 1, 2013. IFRS 11 ‑ Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC‑13 Jointly‑controlled Entities — Non‑monetary Contributions by Venturers. This new standard is effective for annual periods beginning on or after January 1, 2013. IFRS 12 ‑ Disclosure of Involvement with Other Entities IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. A number of new disclosures are also required, but has no impact on the Group’s financial position or performance. This new standard is effective for annual periods beginning on or after January 1, 2013. IFRS 13 ‑ Fair Value Measurement IFRS 13 provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Group is currently assessing the impact that this standard will have on the financial position and performance. This new standard is effective for annual periods beginning on or after January 1, 2013. IAS 28 ‑ Investment in associates and Joint Ventures As a consequence of the new IFRS 11 Joint Arrangements, and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates, has been renamed IAS 28 Investments in Associates and Joint Ventures. The revised standard is effective for annual periods beginning on or after January 1, 2013. Significant accounting judgments, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability affected in the future. The key areas involving a higher degree of judgment or complexity are described below: Fair value of financial instruments Where the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Interconnection revenues and costs The Group’s management uses certain estimates to determine the amount of interconnection revenues, costs, receivable and payable. Providing for doubtful debts The Group provides services to a broad based clientele, mainly on credit terms. Estimates, based on the Group’s historical experience, are used in determining the level of debts that the Group believes will not be collected. period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other finance costs are expensed in the period they occur. Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Impairment of goodwill The determination whether goodwill is impaired requires an estimation of the ‘value in use’ of the cash‑generating units to which the goodwill is allocated. Such estimation requires management to make an estimate of the expected future cash flows from the cash‑generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows. Income tax Useful lives of tangible and intangible assets The Group’s management reassesses the useful lives of tangible and intangible assets, and makes adjustments if applicable, at each financial year end. Provision for income tax The Group’s management uses certain estimates in determining the provision for income tax. The Group’s management believes that the estimates and assumptions used are reasonable. The Group provides for income taxes in accordance with the Palestinian Income Tax Law (or in accordance with the applicable tax regulations where the entity operates and generates taxable income) and IAS 12 which requires recognizing the temporary differences, at the date of financial statements between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, as deferred taxes. Such temporary differences might result in recognizing deferred tax assets. Income tax expense represents the accrued income tax which is calculated based on the Group’s taxable income. Taxable income may differ from accounting income as the later includes non‑taxable income or non‑deductible expenses. Such income/ expenses might be taxable/deductible in the following years. Revenue recognition Revenues are recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenues are measured at the fair value of the consideration received or receivable, excluding discounts. The following specific recognition criteria must also be met before revenue is recognized: Rendering of services •Revenues from wireline, wireless, and data services are recognized when the outcome of the transaction can be estimated reliably, by reference to the stage of completion of the transaction. •Revenues from media services are recognized when the outcome of the transaction can be estimated reliably, by reference to the stage of completion of the transaction according to the progress reports. •Revenues from prepaid cellular phone and other calling cards are recorded as deferred revenues and are recognized based on the units used. Sale of goods Revenues from sale of cellular phone sets and other electrical equipment are recognized when the significant risks and rewards of ownership of the goods have passed to the buyer. Interest income Interest income is recognized as the interest accrues using the effective interest method, under which the rate used exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Dividends Dividend revenue is recognized when the right to receive the dividend is established. Expenses recognition Expenses are recognized when incurred based on the accrual basis of accounting. Finance costs Finance costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial 79 Property, plant and equipment Property, plant and equipment is stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Such cost includes the cost of replacing part of the property, plant and equipment and borrowing costs for long‑term construction projects if the recognition criteria are met. All other repair and maintenance costs are recognized in the consolidated income statement as incurred. Land is not depreciated. Depreciation is calculated on a straight line basis over the estimated useful lives of the assets as follows: Buildings and leasehold improvements Wireline network Wireless network Computer hardware and software Office furniture and equipment Motor vehicles Heavy duty equipment Small tools and equipment Useful lives (Years) 20‑10 16‑7 10 7‑4 7‑4 7‑4 7 10‑4 An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated income statement when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate. Business combinations and goodwill Business combinations are accounted for using the acquisition method. The cost of acquisition is measured as the aggregate of the consideration transferred, measured at acquisition‑date fair value, and the amount of any non‑controlling interest in the acquiree. For each business combination, the Group measures the non‑controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. If the business combination is achieved in stages, the acquisition‑date fair value of the Group’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for non‑controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash‑generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. Where goodwill forms part of a cash‑generating unit, and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash‑generating unit retained. Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of the intangible assets are assessed to be either finite or indefinite. Intangible assets with indefinite useful lives are tested for impairment on annual basis. Such intangibles are not amortized. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Intangible assets with finite lives are amortized over the useful 80 economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life is reviewed at least at each financial year end. The amortization expense on intangible assets with finite lives is recognized in the consolidated income statement. License and lines costs License and lines costs are amortized using the straight‑line method over the license period of 20 years. Amortization expense is recognized in the consolidated income statement. Rights of use of fiber cables Rights of use are amortized using the straight‑line method over a period of 10 years. Projects in progress Projects in progress comprise costs incurred to construct and expand the wireline and wireless networks and other projects as of the financial statements date. These costs include costs of direct labour, direct materials, equipment, and contractors costs. After completion, projects in progress are transferred to property, plant and equipment. The carrying values of projects in progress are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the projects are written down to their recoverable amount. Materials and inventories Materials are stated at cost while inventories are stated at the lower of cost or net realizable value using the weighted average method. Costs are those amounts incurred in bringing each product to its present location and condition. their classification as follows: The carrying values of materials are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the materials are written down to their recoverable amount. Financial assets at fair value through profit or loss Financial assets classified as held for trading are included in the category ‘financial assets at fair value through profit or loss’. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Gains or losses, including changes in fair values, on investments held for trading are recognized in the consolidated income statement. The Group evaluates its financial assets held for trading whether the intent to sell them in the near term is still appropriate. In rare circumstances, when the Group is unable to trade these financial assets due to inactive markets and management’s intent to sell them in the foreseable future significantly changes, the Group may elect to reclassify these financial assets. The reclassification to other categories depends on the nature of the financial asset. Investment in associates The Group’s investment in its associates is accounted for using the equity method of accounting. An associate is an entity in which the Group has significant influence. Under the equity method, the investment in the associate is carried in the consolidated statement of financial position at cost plus post‑acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment. The consolidated income statement and the statement of comprehensive income reflect the share of the results of the associate. Profits and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in the associate. The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on its investment in its associate. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, impairment is measured as the difference between the recoverable amount of the associate and its carrying value, and is recognised in the consolidated income statement. Investment properties Investment properties are measured at cost less any accumulated impairment in value. The carrying value of investment properties is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, investment properties are written down to their recoverable amount. Investment properties are derecognised when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in the consolidated income statement in the period of derecognition. Investments in financial assets The Group’s financial assets within the scope of IAS 39 are classified as either financial assets at fair value through profit or loss or available‑for‑sale investments. The Group determines the classification of its financial assets upon initial recognition. All financial assets are recognised initially at fair value plus transaction costs, except in the case of financial assets recorded at fair value through profit or loss. All regular way purchases and sales of financial assets are recognized on the trade date i.e. the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace. The subsequent measurement of financial assets depends on Available‑for‑sale investments Available‑for‑sale investments include equity and debt securities. Equity investments classified as available‑for‑sale are those, which are not designated at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in the market conditions. After initial measurement, available‑for‑sale investments are subsequently measured at fair value with unrealized gains or losses recognized as other comprehensive income in the available‑for‑sale reserve until the investment is derecognized, at which time the cumulative gain or loss is recognized in the consolidated income statement, or determined to be impaired, at which time the cumulative loss is reclassified to the consolidated income statement and removed from the available‑for‑sale reserve. Available‑for‑sale investments are stated at cost when their fair value cannot be reliably determined due to the unpredictable nature of future cash flows. Fair values The fair values of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations with no deduction for transaction costs. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models. Impairment of financial assets An assessment is made at each reporting date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. If such evidence exists, any impairment loss is recognized in the consolidated income statement. (a)For assets carried at amortised cost: impairment is the difference between carrying amount and the present value of future cash flows discounted at the original effective interest rate; (b) Equity investments classified as available‑for‑sale: the objective evidence of impairment would include a significant or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. Impairment is the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in the consolidated income statement. Impairment losses on equity investments are not reversed through the income statement; increases in their fair value after impairment are recognized directly in other comprehensive income; (c)Debt instruments classified as available‑for‑sale: impairment is the difference between the amortized cost and the current fair value, less 81 any impairment loss on that investment previously recognized in the consolidated income statement. Accounts receivable Accounts receivable are stated at original invoice amount less a provision for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full, or part of the, amount is no longer probable. Bad debts are written off when there is no possibility of recovery. Cash and cash equivalents For the purpose of the Statement of Cash Flows, cash and cash equivalents consist of cash in hand, bank balances, and short‑term deposits with an original maturity of three months or less, net of restricted bank deposits and outstanding bank overdrafts. Accounts payable and accruals Liabilities are recognized for amounts to be paid in the future for goods or services received, whether billed by the supplier or not. Loans and borrowings After initial recognition, interest bearing loans and borrowings are measured at amortized cost using the effective interest rate method. Gains and losses are recognized in the consolidated income statement when the liabilities are derecognized as well as through the effective interest rate method (EIR) amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the EIR. The EIR amortization is included in finance cost in the consolidated income statement. Leases Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance costs are charged directly against income. A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term. Operating lease payments are recognised as an expense in the consolidated income statement on a straight‑line basis over the lease term. Provisions Provisions are recognized when the Group has an obligation (legal or constructive) arising from a past event, and the costs to settle the obligation are both probable and able to be reliably measured. Earnings per share Basic earnings per share is calculated by dividing profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. Foreign currencies 82 Transactions denominated in currencies other than Jordanian Dinar (JD), occurring during the year, are translated to JD using the exchange rate at the date of the transaction. Monetary assets and liabilities, which are denominated in foreign currencies are translated into JD using the rate of exchange at the reporting date. Gains or losses arising from exchange differences are reflected in the consolidated income statement. The assets and liabilities of subsidiaries with functional currencies other than Jordanian Dinars are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date and, their income statements are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are recognized in other comprehensive income. 83 84 28,075 13,801 - At December 31, 2012 12,767 (33) 43,101 128,319 - (6) 9,000 119,325 171,420 - (517) 9,220 162,717 JD ‘000s Wireline network 83,240 83,940 (46) (1,517) 13,684 71,819 167,180 (330) (1,722) 6,586 162,646 JD ‘000s Wireless network 34,351 47,585 46 (1,654) 10,881 38,312 81,936 323 (1,703) 9,009 74,307 JD ‘000s Computer hardware and software 9,327 16,203 - (548) 2,869 13,882 25,530 7 (606) 1,357 24,772 JD ‘000s Office furniture and equipment 1,116 2,596 - (134) 531 2,199 3,712 - (134) - 3,846 JD ‘000s Motor vehicles Property, plant, and equipment include JD 111,031,000 of fully depreciated assets that are still operational as of December 31, 2012. At December 31, 2012 13,801 15,308 - Reclassifications Net carrying amount - - Relating to disposals 1,665 - Depreciation for the year 13,676 - At January 1, 2012 Accumulated depreciation At December 31, 2012 - - Reclassifications (58) - Disposals 3,039 25,094 1,420 12,381 JD ‘000s Buildings and leasehold improvements Additions AtJanuary 1, 2012 Cost JD ‘000s Land 4.Property, plant and equipment 476 1,320 - (75) 102 1,293 1,796 - (76) 201 1,671 JD ‘000s Heavy duty equipment 472 1,238 - - 172 1,066 1,710 - - 64 1,646 JD ‘000s Small tools and equipment 198,651 296,509 - (3,967) 38,904 261,572 495,160 - (4,816) 30,896 469,080 JD ‘000s Total December 31, 2011 Motor vehicles Heavy duty equipment Small tools and equipment Total 419,521 Office furniture and equipment 1,580 54,455 Computer hardware and software 1,587 68 (4,896) Wireless network 3,725 168 (2) - Wireline network 23,672 213 (84) - 469,080 Buildings and leasehold improvements 59,480 2,496 (92) - 1,646 229,348 Land 138,722 14,650 (410) - 1,671 899 35,429 JD ‘000s 159,310 25,192 (768) (986) 3,846 1,290 168 1,000 JD ‘000s 23,926 5,542 (1,309) 945 24,772 1,722 85 - (4,205) JD ‘000s 7,519 1,208 (2,135) 41 74,307 11,455 569 - (1) JD ‘000s 4,918 (40) - 162,646 28,596 2,797 - (82) JD ‘000s (56) 162,717 60,021 9,330 - (92) JD ‘000s AtJanuary 1, 2011 25,094 113,146 12,721 1,000 (370) JD ‘000s Additions 12,381 12,219 8,299 - (606) JD ‘000s Disposals 1,460 - (931) JD ‘000s At January 1, 2011 - (2,120) JD ‘000s Depreciation for the year (3) Cost Impairment - - Accumulated depreciation At December 31, 2011 Reclassifications Relating to disposals - 261,572 - 1,066 207,508 - 1,293 580 2,199 378 (8) 13,882 1,647 8 38,312 10,890 - 71,819 35,995 119,325 90,827 13,676 43,392 Reclassifications 11,418 - 12,381 At December 31, 2011 Net carrying amount At December 31, 2011 Property, plant, and equipment include JD 102,656,000 of fully depreciated assets that are still operational as of December 31, 2011. 85 5.Intangible assets Cost At January 1, 2012 Impairment Additions At December 31, 2012 Amortization At January 1, 2012 Amortization for the year At December 31, 2012 Net book value At December 31, 2012 At December 31, 2011 Goodwill JD ‘000s License and lines costs JD ‘000s Rights of use of fiber cables JD ‘000s Other JD ‘000s Total JD ‘000s 18,497 18,497 23,588 23,588 7,971 (2,000) 8,545 14,516 185 185 50,241 (2,000) 8,545 56,786 - 18,088 1,102 19,190 2,399 885 3,284 32 16 48 20,519 2,003 22,522 18,497 18,497 4,398 5,500 11,232 5,572 137 153 34,264 29,722 Impairment testing of goodwill For impairment testing purposes, goodwill acquired through business combinations has been mainly allocated to the wireless business segment in addition to other business segments as follows: Wireless segment* Others 2012 JD ‹000s 17,259 1,238 18,497 2011 JD ‹000s 17,259 1,238 18,497 *Wireless segment The recoverable amount of the wireless segment has been determined based on the value in use calculation using the discounted cash flow method based on financial budgets approved by senior management covering a five‑year period. The discount rate applied to cash flow projections is 12.5%. Cash flows beyond the 5‑year period are extrapolated using a 3% growth rate. Key assumptions used in value in use calculations: The calculations of value in use for the wireless segment are most sensitive to the discount rate and growth rate used to extrapolate cash flows beyond the budget period: Discount rate: Discount rates reflect management’s estimate of the risks specific to the business segment. This is the benchmark used by management to assess operating performance and to evaluate future investment proposals. In determining appropriate discount rates for each business segment, regard has been given to the wireless segment’s weighted‑average cost of capital using the Capital Asset Pricing Model to determine cost of equity and an estimated borrowing rate to determine cost of debt. 86 Growth rate estimates: Rates are based on the value of the business segment’s operations after the explicit budget period. In determining appropriate growth rates, regard has been given to the competitive forces that are expected to prevail after the explicit budget period. With regard to the assessment of the value in use of the wireless business segment, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the segment to materially exceed its value in use. 6.Projects in progress Information Technology and Management systems Data transmission projects Wireline network Buildings rehabilitation Sundry 2012 JD ‘000s 1,525 1,441 136 320 81 3,503 2011 JD ‘000s 939 4,418 600 677 175 6,809 The Group capitalizes direct labour cost incurred on wireline network and other projects. During 2012 and 2011, salaries of JD 220,000 and JD 165,000 respectively, were capitalized. The Group estimates total cost to complete all these projects to be JD 2,863,000. Upon completion, each project is transferred to property, plant and equipment. Following is the movement on projects in progress during the years 2012 and 2011: 2012 JD ‘000s Balance, beginning of year Additions Payments during the year Balance, end of year 7.Materials Wireless network materials Wireline network materials Installation materials Kits and tools Electricity and air conditioning materials Disposables and other materials Provision for obsolete and slow moving materials 2011 JD ‘000s 6,809 12,289 (15,595) 3,503 4,378 13,120 (10,689) 6,809 2012 JD ‘000s 10,815 5,155 411 164 137 957 17,639 (1,812) 15,827 2011 JD ‘000s 10,424 6,822 431 162 145 409 18,393 (2,164) 16,229 Materials of JD 1,812,000 and JD 2,164,000 were fully provided for as of December 31, 2012 and 2011. 87 8.Investment in associates Country of incorporation VTel Holding Company VTel MEA PAL Aqar for real estate Jericho Gate United Arab Emirates United Arab Emirates Palestine Palestine % of ownership 2012 2011 25.3 25.3 50.0 25.3 25.3 40.3 50.0 Carrying amount of the investment 2012 2011 JD ‘000s JD ‘000s 5,807 7,237 16,527 20,597 690 15,956 15,600 38,290 44,124 − VTel Holding Company is a holding company established during 2006 in the United Arab Emirates. VTel Holding is specialized in management of telecom companies. − VTel MEA Company is a holding company established during 2011 in the United Arab Emirates. VTel MEA is specialized in management of telecom companies. − Pal Aqar for Real Estate Company is engaged in property management and development in Palestine. During the year, the Group sold its share in PAL Aqar Company for JD 669,000 and recognized loss of JD 21,000. − Jericho Gate for Real Estate Investment (Jericho Gate) is an associate with a total subscribed capital of JD 35 million. Jericho Gate is engaged in investing in real estate and tourism projects. The Group determined that it only exercises a significant influence rather than joint control over Jericho Gate. None of the associates is listed in any public exchange. The following table illustrates summarized financial information of the Group’s investments in its associates: 2012 JD ‘000s Share of the associates› statements of financial positions: Non‑current assets Current assets Non‑current liabilities Current liabilities Share of the associates› revenues and results of operations: Revenues Results of operations 88 2011 JD ‘000s 69,671 18,529 (22,265) (8,294) 56,255 10,472 (8,473) (7,524) 24,251 (5,780) 14,597 (13,500) 9.Available‑for‑sale investments 2012 JD ‘000s Quoted Unquoted 2011 JD ‘000s 82,682 2,036 84,718 47,782 2,036 49,818 Unquoted investments are not traded in an active market and are stated at cost less accumulated impairment as their fair values cannot be reliably determined due to the unpredictable nature of future cash flows. The Group management believes that fair value of such investments are not materially different from their carrying amounts. Movements on the available‑for‑sale reserve during the years ended December 31, 2012 and 2011 were as follows: 2012 JD ‘000s Balance, beginning of year Net unrealized losses Impairment loss recognized in the income statement Balance, end of year 2011 JD ‘000s (973) (2,933) 3,313 (593) (240) (4,916) 4,183 (973) 10.Investment properties During the 2012 and 2011, the Group completed the purchase of land lots, for JD 6,753,000 and JD 385,000, respectively, which were classified as investment property. The Group’s management is currently finalizing the legal requirements to acquire the title to these land lots. The fair values of these land lots was estimated, by certified appraisers, at JD 9,796,000. 11.Other non‑current financial assets 2012 JD ‘000s Prepayment on account* Loans to associates** 21,270 30,556 51,826 2011 JD ‘000s 21,270 21,270 *During 2010, the Group reached an agreement with the PNA, in relation to an amount of USD 100 million (JD 70.9 million) that was paid by the Group during 2009. According to the agreement, a total of USD 30 million (JD 21.27 million) is to be considered as a prepayment on license to upgrade JAWWAL’s network, while the remaining USD 70 million (JD 49.63 million) would be considered as prepaid license fees and would be settled against license fees that would accrue during a two‑year period starting July 1, 2010. The total prepaid license fees (JD 49.63 million) have been fully settled against license fees accrued up to December 31, 2012. **During the year, the Group entered into long term loan agreements with two associates “VTel MEA” and “VTel Holding” to grant three long term loans as follows: Euro loan to VTel Holding: A total amount of Euro 5 million (JD 4.68 million), with an annual interest rate of Euribor plus a margin of 3% to be repaid on quarterly basis. The loan principal will be repaid in one installment after a 48‑month period. USD loan 1 to VTel MEA: A total amount of USD 25 million (JD 17.73 million), with an annual interest rate of 4% to be repaid on quarterly basis. The loan principal will be repaid in one installment after a 48‑month period. USD loan 2to VTel MEA: A total amount of USD 11.50 million (JD 8.15 million), with an annual interest rate of 4% to be repaid on quarterly basis. The loan principal will be repaid in one installment after a 48‑month period. 12.Inventories 89 2012 JD ‘000s Cellular phone sets SIM cards and prepaid scratch cards Sundry 2011 JD ‘000s 5,364 3,415 102 8,881 3,337 2,853 402 6,592 13.Accounts receivable 2012 JD ‘000s Wireline subscribers Wireless subscribers Palestine National Authority Dealers› receivable Telecommunication companies Data services subscribers Sundry Total trade receivable Provision for doubtful debts* Net trade receivable Unbilled revenues Sundry 2011 JD ‘000s 35,420 43,093 31,898 9,947 7,782 3,544 2,562 134,246 (55,657) 78,589 10,386 525 89,500 31,318 37,951 24,524 4,933 8,038 3,385 2,322 112,471 (52,676) 59,795 12,895 1,273 73,963 *Accounts receivable are stated net of provision for doubtful debts. The provision is computed based on certain percentages of billed revenues and the aging of accounts receivable. As of December 31, 2012, trade receivables at nominal value of JD 55,657,000 (2011: JD 52,676,000) were provided for. Movements on the provision for doubtful debts during the years 2012 and 2011 were as follows: 2012 JD ‘000s Balance, beginning of year Additions Translation difference from ILS to JD Balances written‑off during the year Balance, end of year 2011 JD ‘000s 52,676 3,975 853 (1,847) 55,657 50,857 5,071 (3,122) (130) 52,676 As of December 31, 2012, the aging analysis of the unimpaired trade receivable is as follows: 2012 2011 Total JD ‘000s 78,589 59,795 Neither past due nor impaired JD ‘000s 11,375 12,121 <30 days JD ‘000s 15,828 12,639 Past due but not impaired 60 days‑31 90 days‑61 120 days‑91 JD ‘000s JD ‘000s JD ‘000s 9,978 5,174 3,482 9,298 3,371 3,658 The Group expects, based on its past experience, to recover all unimpaired receivables. 90 >120 days JD ‘000s 32,752 18,708 14.Prepayments and other current assets 2012 JD ‘000s Advances to suppliers and contractors Advanced license fees Prepaid expenses Due from related parties Customs and purchase tax refund claim Sundry 2011 JD ‘000s 9,010 7,457 10,002 415 3,412 30,296 11,389 7,178 6,676 5,915 387 9,087 40,632 15.Financial assets held for trading 2012 JD ‘000s Shares quoted on Palestine Securities Exchange Shares quoted on regional markets 2011 JD ‘000s 3,062 4,352 7,414 3,349 4,894 8,243 16.Cash and cash equivalents Cash and cash equivalents include the following amounts: 2012 JD ‘000s Cash on hand Cash at banks and short term deposits 2011 JD ‘000s 850 45,363 46,213 872 62,307 63,179 Short‑term deposits amounting to JD 22,080,000 as of December 31, 2012 have an average interest rate of 4%, 1% and 2% for deposits in JD, USD, and ILS, respectively. For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise the following at December 31, 2012 and 2011: 2012 JD ‘000s Cash on hand Cash at banks and short term deposits Bank overdraft (Note 23) 2011 JD ‘000s 850 45,363 46,213 (1,018) 45,195 872 62,307 63,179 63,179 91 17.Paid‑in share capital As of December 31, 2012 and 2011, PALTEL’s authorized and issued share capital amounted to JD 131,625,000. Total number of subscribed ordinary shares amounted to 131,625,000 shares for the years ended December 31, 2012 and 2011. 18.Reserves − − − Statutory reserve represents accumulation of profits transferred at 10% of annual net profit in accordance with the Companies’ Law. This reserve is not available for distribution to shareholders. The Group ceased to transfer any portion of profits as the statutory reserve balance reached 25% of share capital. Voluntary reserve represents the transfers made during prior years from profits. This reserve is available for distribution to the shareholders. Special reserve represents appropriation of profits based on the Board of Directors resolution. This reserve is available for distribution to the shareholders. 19.Cash dividends The Board of Directors will propose to the General Assembly in its annual meeting to be held during 2013 the approval of a proposed cash dividend of JD 0.45 per share totaling JD 59,231,000. The General Assembly approved in its meeting held on April 5, 2012 the declaration of a cash dividend of JD 0.40 per share totalling JD 52,650,000. The General Assembly approved in its meeting held on March 31, 2011 the declaration of a cash dividend of JD 0.40 per share totalling JD 52,650,000. 20.Non‑current interest‑bearing loans and borrowings 2012 JD ‘000s Long term loans from local banks Current portion of long‑term loans (Note 23) 2011 JD ‘000s 21,270 (14,180) 7,090 35,450 (14,180) 21,270 The Group signed loan agreements with two local banks. These long term loans are subject to an annual interest of approximately LIBOR plus 2%. The maturities of interest‑bearing loans and borrowings are as follows: Maturing during 92 2013 2014 JD ‹000s 14,180 7,090 21,270 21.Provision for employees› indemnity Following is a summary of movements on the provision for end of service benefit during the year: 2012 JD ‘000s Balance, beginning of year Additions Payments during the year Balance, end of year 2011 JD ‘000s 26,112 4,838 (1,799) 29,151 25,465 5,944 (5,297) 26,112 22.Accounts payable 2012 JD ‘000s Trade suppliers License fee payable Telecommunication companies Subscribers› deposits 2011 JD ‘000s 18,955 15,688 4,801 2,463 41,907 18,124 5,127 7,991 1,172 32,414 23.Current interest‑bearing loans and borrowings 2012 JD ‘000s Current portion of long‑term loans (Note 20) Bank overdraft 2011 JD ‘000s 14,180 1,018 15,198 14,180 14,180 As of December 31, 2012, the Group had an unutilized balance of JD 11,035,000 of credit facilities. Average annual interest rates on outstanding overdraft facilities are set at LIBOR plus 2%. 93 24.Provision for income tax Currently, PALTEL and Jawwal’s taxable income are entitled to a partial income tax exemption at 50% of the nominal tax rate until December 31, 2014 and December 31, 2021, respectively. According to the Council of Minister resolution, the nominal income tax rate was increased during the year from 15% to 20%. During 2012, the Group elected to voluntarily defer its right for the partial exemption for a period of two years ending December 31, 2013. Thereafter, PALTEL and Jawwal’s taxable income will be subject to 50% of the nominal tax rate until December 31, 2016 and December 31, 2023, respectively. Following is the movement on the provision for income tax: 2012 JD ‘000s Provision, beginning of year Payments Income tax expense for the year Payments Translation difference from ILS to JD Provision, end of year 2011 JD ‘000s 2,967 24,904 (1,397) 23,507 (21,951) (150) 4,373 (1,690) 10,777 (511) 10,266 (6,040) 431 2,967 To the date of these financial statements, PALTEL did not reach a final settlement with the Income Tax Department for its taxable income for the years 2008 through 2011. The relationship between the consolidated tax expense for the current year and the consolidated accounting profit can be explained as follows: Accounting profit before income tax Non‑deductible expenses Non‑taxable income Taxable income Tax expense at nominal income tax rate Effective income tax rate 2012 JD ‘000s 105,639 21,725 (2,845) 124,519 24,904 23.6% 2011 JD ‘000s 101,010 43,758 (1,072) 143,696 10,777 10.7% 2012 JD ‘000s 2011 JD ‘000s 25.Other current liabilities Accrued expenses Unearned revenues VAT payable Dividends payable Due to employees› saving fund Provision for employees› vacations Sundry 29,870 10,678 10,068 7,084 977 822 730 60,229 22,799 11,773 7,035 5,331 1,046 980 205 49,169 26.Revenues 2012 JD ‘000s Wireline and wireless services Interconnection revenue Subscription fees Sale of mobile handsets Data services Media services New connections fees Sundry 94 225,188 45,265 54,380 18,720 18,612 1,554 576 1,557 365,852 2011 JD ‘000s 235,681 43,649 55,702 19,023 11,898 1,649 1,574 1,429 370,605 27.Telecommunication services costs Telecommunication costs mainly comprise of interconnection costs and international roaming due to other telecommunication companies. 28.License fee According to the agreement signed between PALTEL and the PNA, PALTEL and JAWWAL pay the PNA a license fee of 7% of all wireline and wireless operating revenues and other related services. 29.Other costs 2012 JD ‘000s Cost of mobile handsets sold Commissions paid to employees and dealers Cost of data services Cost of SIM cards and prepaid scratch cards Cost of new lines installations Cost of media services Sundry 2011 JD ‘000s 10,010 6,514 2,790 2,306 856 381 228 23,085 11,386 7,328 2,799 2,210 1,109 314 69 25,215 30.Operating and administrative expenses 2012 JD ‘000s Payroll and related employees› expenses Depreciation of property, plant and equipment Amortization of intangible assets Advertising Maintenance Utilities Rent Provision for doubtful debts Corporate social responsibility Security and cleaning Professional and consultancy fees Postage, billing collection and distribution Travel, accommodation, transportation and fuel Cars operating lease Employees› and assets insurance Conferences and hospitality Stationery and printings Port demurrage fee Sundry 2011 JD ‘000s 63,556 38,904 2,003 19,224 10,332 6,949 4,954 3,975 3,737 3,184 3,038 2,274 2,133 1,644 1,507 771 519 198 2,796 171,698 64,887 35,429 1,716 14,361 9,326 5,416 4,481 5,071 3,843 3,126 2,217 2,504 2,091 1,766 1,077 745 557 309 2,114 161,036 31.Loss from investments 2012 JD ‘000s Change in fair value of financial assets held for trading Loss from sale of investments Impairment loss on available‑for‑sale investments Share of associates› results of operations Dividends income 2011 JD ‘000s (594) (3) (3,313) (5,780) 2,845 (6,845) (1,521) (37) (4,183) (13,500) 1,072 (18,169) 95 32.Other income (expenses) 2012 JD ‘000s Interest revenues Interest revenue on loans to associates Foreign exchange gain (loss) Loss on disposal of property and equipment Impairment of assets Sundry 2011 JD ‘000s 460 845 1,687 (69) (2,000) 980 1,903 335 (5,634) (292) (3,000) 2,456 (6,135) 33 Earnings per share Basic and diluted earnings per share for the years ended December 31, 2012 and 2011 is calculated as follows: 2012 Profit for the year (JD) Weighted average number of subscribed share capital Basic and diluted earnings per share (JD) 2011 82,132,000 131,625,000 0.624 90,744,000 131,625,000 0.689 34.Commitments and contingencies As of the financial statements date, the Group has outstanding contractual commitments resulting from purchases, services and construction contracts. The contractual commitments represent the difference between total contract cost and the amounts of materials or services received as of the financial statements date. Following is a summary of the outstanding commitments, which are due during the following years: 2012 JD ‘000s Purchase orders and letters of credit Construction contracts Most of the outstanding commitments mature within one year of the date of the financial statements. 96 2011 JD ‘000s 35,295 213 35,508 35,989 416 36,405 35.Related party transactions Related parties represent associated companies, major shareholders, directors and key management personnel of the Group, and entities controlled, jointly controlled or significantly influenced by such parties. Pricing policies and terms of these transactions are approved by the Group’s Board of Directors. Interest‑bearing loans and borrowings Due from related parties Due from an associate Finance costs Interest revenue Key management personnel compensation: Short term benefits Termination benefits Nature of relationship Major shareholders Major shareholders Associate Major shareholders Associate 2012 JD ‘000s 22,288 10,002 30,556 1,289 845 2011 JD ‘000s 35,450 5,915 1,831 - 1,663 193 1,936 116 In addition, the Group acts as a guarantor against a loan utilized by an associate. According to the guarantee agreement, the Group guarantees only 25% of the loan’s outstanding balance which amounted to USD 25 million (JD 17.73 million) as of December 31, 2012. Terms of interest‑bearing loans and borrowing due to related parties are not materially different from those mentioned in Notes 11 and 20. For the years ended December 31, 2012 and 2011, the Group has not recorded any impairment of amounts owed by related parties. 36.Segment reporting The Group’s operating segments are the wireline, wireless, data, media services, in addition to investing activities segment. The operating businesses are organized and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit. The wireline segment is a provider of wireline communication services and the operator of the telephone networks in Palestine. The wireless segment is a provider of wireless communication services and the operator of a cellular network in Palestine. The data segment is a major provider of internet services, leased lines, and ADSL services in Palestine. The media segment is a provider of media and marketing services in Palestine. The investing activities segment represents all investments activities of the Group. 97 98 99,251 Total revenues 328,339 77,747 Segment assets Segment liabilities Assets and liabilities The following table presents segments’ assets and liabilities as of December 31, 2012: - 21,130 Capital expenditures Share of associates› results of operations 2,000 17,941 Impairment of assets Depreciation and amortization Other segment information Segment profit (loss) before tax 18,561 23,530 Inter‑segment revenues (eliminated) Results 75,721 JD ‘000s Segment revenues from external customers Revenues Wireline 103,006 281,353 - 13,596 - 22,471 94,920 273,112 3,146 269,966 JD ‘000s Wireless 2,291 5,493 - 870 - 326 (456) 22,362 3,751 18,611 JD ‘000s Data 2,648 1,927 - 136 - 168 (541) 1,644 90 1,554 JD ‘000s Media - - - (5,780) 137,560 - - - - (6,845) JD ‘000s Investing - (27,744) (138,151) - - - - - (30,517) (30,517) JD ‘000s Eliminations The following tables present revenues, profit before tax, and other segment information regarding the Group›s operating segments for the year ended December 31, 2012: 157,948 616,521 (5,780) 35,732 2,000 40,906 105,639 365,852 - 365,852 JD ‘000s Total Segment reporting (continued) The following tables present revenues, profit before tax, and other segment information regarding the Group›s operating segments for the year ended December 31, 2011: 370,605 Total - - Eliminations - (35,559) 370,605 Investing 1,649 - (35,559) 101,010 Media 11,898 102 - - 37,145 Data 274,578 5,198 1,751 (18,169) - 3,000 Wireless 82,480 3,673 17,096 (91) - - 56,611 Wireline 26,586 278,251 (1,895) 187 - - (13,500) JD ‘000s 109,066 102,750 200 - - - 574,842 JD ‘000s 18,415 20,805 1,000 60 (13,500) (132,568) 146,112 JD ‘000s 15,953 1,000 588 - 108,938 (17,196) JD ‘000s Segment revenues from external customers 1,000 31,448 - 2,317 - JD ‘000s Inter‑segment revenues (eliminated) 24,515 - 5,203 2,434 JD ‘000s Impairment of assets - 291,082 1,543 JD ‘000s Capital expenditures 299,870 91,571 Revenues Segment assets 67,760 Assets and liabilities The following table presents segments’ assets and liabilities as of December 31, 2011: Share of associates› results of operations Depreciation and amortization Other segment information Segment profit (loss) before tax Results Total revenues Segment liabilities 99 37.Financial risk management objectives and policies The Group’s principal financial liabilities comprise interest‑bearing loans and borrowings and accounts payable. The main purpose of these financial liabilities is to raise finance for the Group’s operations. The Group has various financial assets such as accounts receivable and cash and cash equivalents which arise directly from the Group’s operations. The main risks arising from the Group’s financial instruments are interest rate risk, credit risk, liquidity risk, equity price risk, and foreign currency risk. The Group’s Board of Directors reviews and approves policies for managing these risks which are summarized below. Interest rate risk The Group’s exposure to the risk of changes in interest rates relates primarily to the Group’s interest‑bearing loans and borrowings and short‑term deposits with floating interest rates. The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in interest rates, with all other variables held constant. 2012 USD Increase/ decrease Effect on profit before tax basis points JD ‘000s +20 (32) USD ‑10 16 JD +20 10 JD ‑10 (5) USD +20 (67) USD ‑10 34 JD +20 6 JD ‑10 (3) 2011 Credit risk The Group has a broad based clientele. The credit risk associated with the accounts receivable is widely distributed among a large number of individual customers, except for the risk associated with the receivable from PNA ministries and institutions which represent 24% of total trade receivable. The maximum exposure is the carrying amount as disclosed in Note 13. In addition, services are disconnected from clients who do not pay their bills within a specified period. Also, the Group has a system of following up collection of receivable through the management effort and the legal channels. With respect to credit risk arising from the other financial assets of the Group, including cash and cash equivalents, the Group’s exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these financial assets. Liquidity risk The Group’s objective is to maintain a balance between continuity of funds and flexibility through the use of bank overdrafts and other bank loans. The Group’s terms of billing require amounts to be paid by customer within 45 days of the date of billing. The table below summarizes the maturity profile of the Group’s consolidated financial liabilities as of December 31, 2012 and 2011, based on contractual undiscounted payments: 100 On demand Less than 3 months 3 to 12 months 1 to 5 years Total JD ‘000s JD ‘000s JD ‘000s JD ‘000s JD ‘000s As of December 31, 2012 Interest‑bearing loans and borrowings - - 16,013 7,425 23,438 Accounts payable 21,444 12,399 8,064 - 41,907 Other liabilities 17,882 15,478 15,369 - 48,729 39,326 27,877 39,446 7,425 114,074 - - 15,202 21,873 37,075 Accounts payable 17,005 13,548 1,861 - 32,414 Other liabilities 11,477 17,662 7,277 - 36,416 28,482 31,210 24,340 21,873 105,905 As of December 31, 2011 Interest‑bearing loans and borrowings Equity price risk The following table demonstrates the sensitivity of the consolidated income statement and cumulative changes in fair value to reasonably possible changes in equity prices, with all other variables held constant. The effect of decreases in equity prices is expected to be equal and opposite to the effect of the increases shown: Change in equity price % Effect on profit before tax Effect on equity % JD ‘000s JD ‘000s Shares listed on Palestine Securities Exchange +10 306 1,011 Shares listed on the Amman Stock Exchange +10 435 6,307 Shares listed on other markets +10 - 950 +5 - 102 Other unquoted Foreign currency risk The following table demonstrates the sensitivity to a reasonably possible change in the foreign currency rate against JD, with all other variables held constant, of the Group’s profit before tax. However, the Jordanian Dinar is linked to the U.S. Dollar, therefore, no effect, resulting from the fluctuations in USD rate, is expected on the consolidated financial statements: 101 Increase/decrease in ILS rate to JD Effect on profit before tax 2012 ILS +5% 3,475 ILS ‑5% (3,475) ILS +5% 3,104 ILS ‑5% (3,104) 2011 Capital management The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it in light of changes in business conditions. No changes were made in the objectives, policies or processes during the years ended December 31, 2012 and December 31, 2011. Capital comprises share capital, retained earnings, and other reserves, and is measured at JD 458,573,000 as at December 31, 2012 (2011: JD 428,730,000). 38.Fair values of financial instruments Set out below is a comparison by class of the carrying amounts and fair values of the Group’s financial instruments carried in the financial statements: Carrying amount Fair value 2012 2011 2012 2011 JD ‘000s JD ‘000s JD ‘000s JD ‘000s Financial Assets Quoted available‑for‑sale investments 82,682 47,782 82,682 47,782 Accounts receivable 89,500 73,963 89,500 73,963 7,414 8,243 7,414 8,243 Other financial assets 44,385 10,247 44,385 10,247 Cash and cash equivalents 46,213 63,179 46,213 63,179 270,194 203,414 270,194 203,414 Interest‑bearing loans and borrowings 22,228 35,450 22,228 35,450 Accounts payable 41,907 32,414 41,907 32,414 Other financial liabilities 48,729 36,416 48,729 36,416 112,864 104,280 112,864 104,280 Financial assets held for trading Financial liabilities 102 The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. − The fair values of accounts receivable, other financial assets, cash and cash equivalents, accounts payable, and other financial liabilities approximate their carrying amounts largely due to the short‑term maturities of these instruments. − The fair values of the quoted available‑for‑sale investments and financial assets held for trading is based on price quotations at the reporting date. − The fair value of interest‑bearing loans and borrowings is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of its financial instruments: − Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. − Level 2: Other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or indirectly. − Level 3: Techniques which use inputs, which have a significant effect on the recorded fair value, that are not based on observable market data. However, the Group used only Level 1 to determine and disclose the fair value of its financial assets held for trading and quoted available‑for‑sale investments. None of the other two levels was used. The unquoted available‑for‑sale investments have been stated at cost as their fair values cannot be reliably determined. The Group management believes that fair value of such investments are not materially different from their carrying amounts. 39.Concentration of risk in geographic area The Group is carrying out the majority of its activities in Palestine. The political and economical destabilization in the area increases the risk of carrying out business and may adversely affect the performance. 103 Palestine, Ramallah P.O Box 636 Tel: +970 2 294 4019 Fax: +970 2 235 0022 [email protected] 104