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Bezeq Group Reports Second Quarter 2008 Financial Results

TEL AVIV, Israel, August 21 /PRNewswire-FirstCall/ -- Bezeq The Israel Telecommunication Corp., Limited (TASE: BEZQ), Israel's leading telecommunications provider, announced today its financial results for the second quarter 2008, the period ended June 30, 2008. Details regarding today's investor conference call and web cast are included later in this press release.

    Bezeq Group Second Quarter 2008 Financial Highlights:

    - Revenues of NIS 3.09 billion, up 1.1% compared to the prior year
      period.

    - Operating profit totaled NIS 800 million, up 40.1% compared to the
      prior year period.

    - Net profit attributable to shareholders totaled NIS 437 million, up
      21.1% compared to the prior year period.

    - Earnings per basic and diluted shares amounted to NIS 0.17, compared to
      earnings per basic and diluted share of NIS 0.14 for the second quarter
      of 2007.

    - Earnings before interest, taxes, depreciation and amortization (EBITDA)
      totaled NIS 1.22 billion, up 21.4% compared to the prior year period.

    - EBITDA margin was an impressive 39.6% compared to 33.0% in prior year
      period.

    - Capital expenditures (gross) totaled NIS 386 million, up 38.8%
      year-over-year.

    - Free cash flow totaled NIS 416 million, a decline of 19.4%
      year-over-year and an increase of 25.3% sequentially.


    Divisional Highlights:

    - Bezeq Fixed-Line: Fixed-Line segment results were highlighted by a
      76.1% year-over-year increase in operating profit to NIS 428 million,
      and a 33.4% increase in EBITDA to NIS 639 million. Segment EBTIDA
      margin totaled an impressive 47.2% for the quarter. While Fixed-Line
      revenues posted a modest and anticipated decline, the improvement in
      profitability was driven by streamlining efforts that have begun to
      yield significant benefits to the segment's - and the Group's – bottom
      lines.

    - Pelephone: Pelephone's mobile operations delivered double-digit
      year-over-year and sequential growth in operating profit and EBITDA, as
      revenues rose 3.1%. EBITDA reached NIS 396 million, yielding an EBITDA
      margin of 33.3%, the highest for Pelephone in several years. Results
      were driven by the strength of Pelephone's 3G subscriber growth
      (977,000 total 3G subscribers as of June 30 and over one million as of
      today), which helped push total cellular subscribers up to
      approximately 2.64 million, an increase of 4.9% year-over-year.

    - Bezeq International: Operating profit increased 18.9% year-over-year to
      NIS 63 million and net profit increased 20.5% to NIS 47 million driven
      by continued focus and enhanced profitability in core businesses such
      as broadband Internet services, international calls, as well as a
      doubling in revenues associated with the segment's enterprise
      integration solutions. EBITDA reached a record NIS 83 million, up 10.7%
      year-over-year, and reflecting an EBITDA margin of 25.5%.

    - yes: Multi-channel pay-TV revenue increased 7.3% year-over-year to NIS
      380 million driven by a 5.5% improvement in ARPU to NIS 230 and a 1.5%
      increase in subscribers to 551,000. EBITDA reached NIS 103 million, up
      3.0% year-over-year, reflecting an EBITDA margin of 27.1%.

Dividend Highlight: The company's Board of Directors has recommended the distribution of a cash dividend to shareholders of NIS 835 million, or approximately NIS 0.32 per share.

Shlomo Rodav, Chairman of the Board of Bezeq, stated, "The strength of our second quarter financial performance completes an excellent first half of 2008. With strong double-digit year-over-year improvements in Group wide operating profit, net profit attributable to shareholders and EBITDA we are seeing clear evidence that the corporate streamlining and operating efficiency measures we continue to implement are yielding results, as we also continued to see top line growth versus the comparable year ago period. All segments of the business delivered year-over-year growth, with the exception of revenues related to traditional fixed-line telephony which was anticipated to decline modestly and was partially offset by record revenues related to high-speed Internet and data communications services.

"Following the recent decisions concerning the Gronau Committee recommendations by the Minister of Communications on August 13th, we are pleased to have some initial clarity on the regulatory front, although we cannot assess at this stage what will be the exact impact on the Group's business results. Accordingly, we will be moving to adapt Bezeq's strategy and offerings to maximize any new opportunities that are created as well as meet the challenges that arise as we move forward.

"While the details of these decisions, and many other aspects of the new regulatory guidelines, remain to be clarified, we believe that over the long-term the net impact from the expected regulatory changes will benefit service providers that are able to offer a comprehensive range of communications services, which is where Bezeq excels as the market leader. Overall, our aim remains to maintain our position as the leading communications service provider in Israel while continuing to deliver long-term value to our customers, employees and shareholders," concluded Mr. Rodav.

Alan Gelman, Chief Financial Officer and Deputy CEO of Bezeq, commented, "Based on the strength of our second quarter and first half 2008 financial performance, and healthy cash flows from operations, we are pleased to announce that our Board of Directors has recommended the distribution of a cash dividend to shareholders totaling NIS 835 million; this is in addition to the NIS 679 million dividend declared last March and paid during the second quarter. Dividend remuneration to our shareholders remains a key component of our corporate strategy as we also use the strength of our cash flows to reduce debt and reinvest in our core businesses as evidenced through our higher capital investments in our new Pelephone HSPA infrastructure and our fixed-line Next Generation Network project, while maintaining full financial flexibility for the Group. These network investments are expected to open up higher value segments of the communications services market while, in the NGN case, it also offers infrastructure that is expected to deliver new long-term operating efficiencies as well as lower maintenance costs.

"While improvements during the second quarter were evident across our key profitability measures, we did experience an increase in finance expenses during the second quarter, primarily due to the fact that most of the Group's debt is linked to the Israeli consumer price index which increased 2.24% during the quarter, resulting in higher financing expenses as compared to the year-ago period. We are pleased with the Group wide performance in the first half of the year and look forward to building on these gains in the second half of 2008," concluded Mr. Gelman.

                        Bezeq Group Consolidated Results


           Bezeq Group       Q2 2008 Q2 2007 Change  H1 2008 H1 2007  Change
         (Consolidated)      (NIS millions)            (NIS millions)

     Revenues                  3,086   3,053    1.1%   6,186   6,142    0.7%
     Operating profit            800     571   40.1%   1,464   1,228   19.2%
     EBITDA                    1,222   1,007   21.4%   2,315   2,105   10.0%
     EBITDA margin              39.6%   33.0%           37.4%   34.3%
     Net profit attributable     437     361   21.1%     835     760    9.9%
     to shareholders of the
     company
     Diluted EPS (NIS)          0.17    0.14   21.4%    0.32    0.29   10.3%
     Cash flow from              776     697   11.3%   1,413   1,562   -9.5%
     operating activities
     Capex, net                  360     181   98.9%     665     398   67.1%
     Free cash flow              416     516  -19.4%     748   1,164  -35.7%
     Net debt/EBITDA (end of                            1.22    1.32
     period) *
     Net debt/shareholders' equity (end of              1.11    1.00
     period)

     * EBITDA in this calculation refers to trailing twelve months

Bezeq Group's revenues for the second quarter of 2008 were NIS 3.09 billion, up 1.1% from NIS 3.05 billion reported for the second quarter of 2007. Higher revenues were driven by higher sales in our Pelephone, Bezeq International and yes business segments. Strong sales of high speed Internet and data communications services at our Fixed-Line segment mitigated the anticipated decline in revenue associated with fixed-line telephony.

Operating profit for the Group increased 40.1% year-over-year to NIS 800 million, up from NIS 571 in the year ago period, driven mainly by cost reduction and streamlining initiatives in our major operating segments, as well as slightly higher Group revenues.

The Group's earnings before interest, taxes, depreciation and amortization (EBITDA) for the second quarter of 2008 were approximately NIS 1.22 billion (39.6% EBITDA margin), up 21.4% as compared to the second quarter of 2007 (33.0% EBITDA margin).

Net profit attributed to Bezeq shareholders amounted to NIS 437 million in the second quarter of 2008, up 21.1% compared with the NIS 361 million reported in the second quarter of 2007.

Net capital expenditures amounted to NIS 360 million in the second quarter of 2008, an increase of 98.9% compared to the second quarter of 2007, mainly due to the ongoing deployment of Pelephone's HSPA network, and to some extent also due to lower proceeds from the sale of property, plant and equipment as compared to the same period of 2007.

The Bezeq Group's free cash flow totaled NIS 416 million in the second quarter of 2008, a decrease of 19.4% compared to the second quarter of 2007. The decline in free cash flow was primarily the result of significantly higher net capital expenditures, which were partially offset by an 11.3% increase in cash flows from operations.

As of June 30, 2008, the Group's net financial debt was NIS 5.25 billion, compared with NIS 4.71 billion as of June 30, 2007.

                            Bezeq Fixed-Line Results

           Bezeq Wireline       Q2 2008 Q2 2007 Change H1 2008 H1 2007 Change
                                 (NIS millions)         (NIS millions)

     Revenues                     1,354   1,393  -2.8%   2,762   2,835  -2.6%
     Operating profit               428     243  76.1%     796     612  30.1%
     EBITDA                         639     479  33.4%   1,225   1,085  12.9%
     EBITDA margin                 47.2%   34.4% 44.4%    38.3%
     Capex, net                     107       5    n.m.    205     100 105.0%
     Number of active subscriber  2,682   2,778  -3.5%   2,682   2,778  -3.5%
     lines (end of period, in
     thousands)
     Average monthly revenue per   82.6    85.1  -2.9%    83.8    86.7  -3.4%
     line (NIS) *
     Number of outgoing usage     3,413   3,753  -9.1%   3,504   3,834  -8.6%
     minutes (millions)
     Number of incoming usage     1,191   1,069  11.4%   1,187   1,057  12.3%
     minutes (millions) **
     Number of ADSL subscribers     982     924   6.3%     982     924   6.3%
     (end of period, in
     thousands)
     Average monthly revenue per   57.7    58.1  -0.7%    57.9    57.8   0.3%
     ADSL subscriber (NIS)

     * Not including revenues from data communications and transmission
     services, services to communications providers, and contract and
     other work. This item has been updated going back to 1.1.2006 in
     order to present nominal figures instead of normalized
     ** The increase in incoming minutes compared to the corresponding
     period in 2007 stems from an increase in traffic minutes from
     domestic carriers in competition with Bezeq.

Bezeq fixed-line's primary objectives remain to compensate for the predictable erosion in domestic telephony revenues with growing revenues from broadband Internet and value-added services, and solutions for the business segment, as well as reducing costs. While revenues posted a modest decline, the segment posted significant improvements in terms of year-over-year operating profit and EBITDA performance.

Revenue from fixed-line domestic communications declined 2.8% to NIS 1.35 billion in the second quarter of 2008 compared to NIS 1.39 billion in the second quarter of 2007. The decrease in fixed-line revenue was mainly due to a decrease in interconnect fees to the cellular networks as well as a decrease in the number of lines, mainly due to number portability, a reduction in call traffic and a decrease in tariffs. The decrease in revenue was moderated mainly by stronger levels of revenues generated from high-speed Internet service (ADSL) and by an increase in data communication services.

When adjusted for revenues from cellular airtime collected by Bezeq and paid to the cellular companies, Bezeq Fixed-Line's revenues reached NIS 1.14 billion, a decline of just 1.0% year-over-year. This continues to demonstrate Bezeq's ability to compensate for the decline in legacy telephony revenues through growing advanced services and solutions offered to the consumer and business markets.

Bezeq set another new record for the number of customers subscribing to its high-speed Internet service (ADSL), rising 6.3% year-over-year to 982,000 as of June 30, 2008. Even more importantly, Bezeq continued to upgrade its ADSL subscriber base, with 42% of it already enjoying bandwidths of at least 2 MB, as compared to 23% in the prior year period.

The growth in Bezeq's ADSL customer base helped offset a 3.5% decline in total telephony access lines during the same period which totaled 2.68 million as of June 30, 2008. The pace of decline in telephony access lines has slowed down to 31,000 lines lost during the second quarter of 2008, from 48,000 lines lost during the first quarter of 2008, which reflects a more moderate impact from fixed-line number portability.

ADSL ARPU in the second quarter was NIS 57.7, down just 0.7% from the prior year period, while fixed-line telephony ARPL fell 2.9% year-over-year to NIS 82.6.

Bezeq's fixed-line segment posted positive EBITDA of NIS 639 million (47.2% EBITDA margin) in the second quarter of 2008, compared to NIS 479 million (34.4% EBITDA margin) in the second quarter of 2007. This significant improvement was driven by an 8% decline in wages, and almost a 16% reduction in general and operating expenses. These reflect the success of cost-cutting measures that have been taken in this segment over the past year and have now begun to yield results.

During the second quarter the company announced the formal launch and deployment of its Next Generation Network (NGN) project, including full coverage in two operational trials as well as the purchase of soft switches. The project will be deployed on a modular basis, and the Company will evaluate the completion of each stage, and update the development and deployment strategy, timeline on an annual basis.

                                Pelephone Results
     Pelephone               Q2 2008 Q2 2007 Change H1 2008 H1 2007 Change
                             (NIS millions)         (NIS millions)
     Revenues                  1,188   1,152   3.1%   2,361   2,299   2.7%
     Operating profit            266     240  10.8%     481     453   6.2%
     EBITDA                      396     355  11.5%     740     685   8.0%
     EBITDA margin              33.3%   30.8% 31.3%    29.8%
     Net profit                  180     173   4.0%     343     327   4.9%
     Cash flows from
     operating activities 351    246    42.7%  615      605     1.7%
     Capex, net                  181     117  54.7%     283     178  59.0%
     Free cash flow              170     129  31.8%     332     427 -22.2%
     Number of subscribers
     (end of                    2.636   2.513   4.9%   2.636   2.513   4.9%
     period, in millions)
     Average revenue per
     user (ARPU, NIS)            128     129  -0.8%     127     131  -2.7%
     Average monthly
     minutes of use per
     subscriber (MOU)            358     350   2.3%     357     347   2.7%

Pelephone generated double-digit percentage improvements year-over-year in operating profit, and EBITDA performance driven by growth in its subscriber base, in revenues related to data, content and value added services, lower handset subsidies, as well as a continued focus on cost efficiencies.

As of June 30, 2008, Pelephone had approximately 2.64 million active subscribers, an increase of 4.9% year-over-year, and a net addition of 41,000 subscribers from the first quarter of 2008. Pelephone remains the market leader in 3G subscribers with a record 977,000 3G subscribers as of June 30, 2008, representing over 37% of all Pelephone subscribers (and over one million 3G subscribers as of today, or about 38% of its total subscriber base). Pelephone revenues from data and value added and content services constituted a record 15.5% of revenues from cellular services in the second quarter, compared to approximately 12.5% in the year ago period.

Pelephone's revenues increased 3.1% year-over-year to NIS 1.19 billion in the second quarter of 2008. The rise is mainly attributable to an increase in the number of subscribers. which was partially offset by a decrease in average revenue per user, mainly due to erosion of fees for outgoing calls and a decrease in interconnect fees. There was also an increase in revenue from sale of terminal equipment, due to an increase in the number of handsets sold and upgraded.

Pelephone posted positive EBITDA of NIS 396 million (33.3% EBITDA margin) in the second quarter of 2008, compared to NIS 355 million (30.8% EBITDA margin) in the second quarter of 2007. Pelephone's net profit in the second quarter of 2008 increased 4.0% year-over-year to NIS 180 million.

The company is continuing with the deployment of the new HSPA wireless network infrastructure and expects this network to be operational by the beginning of 2009. The HSPA network initiative is central to Pelephone's commitment to leading edge technologies, leveraging new higher value segments of the mobile communications market and delivering our customers additional choice when selecting a mobile solution that best meets their needs.

                           Bezeq International Results

    Bezeq International        Q2 2008 Q2 2007 Change H1 2008 H1 2007 Change
                                   (NIS millions)         (NIS millions)
    Revenues                       326     321   1.6%     640     644  -0.6%
    Operating profit                63      53  18.9%     117     104  12.5%
    EBITDA                          83      75  10.7%     157     149   5.4%
    EBITDA margin                 25.5%   23.4% 24.5%    23.1%
    Net profit                      47      39  20.5%      88      76  15.8%
    Cash flows from operating
    activities                      51      32  59.4%      59      31  90.3%
    Capex, net                      31      18  72.2%      59      26 126.9%
    Free cash flow                  20      14  42.9%       -       5    n.m.

Bezeq International, Israel's leading supplier of Internet services, direct-dial international calls in Israel and network end-point (NEP) services, posted second quarter 2008 segment revenue of NIS 326 million, up 1.6% compared to the second quarter of 2007. The increase in year-over-year revenue was driven by higher revenue from Bezeq International's core business areas, primarily those related to Internet broadband service, outgoing calls and enterprise integration solutions. Gains in these areas were partially offset by a decline in hubbing traffic between foreign operators using Bezeq International's switching equipment.

Bezeq International posted a record EBITDA of NIS 83 million (25.5% EBITDA margin) in the second quarter of 2008, up 10.7% compared to NIS 75 million (23.4% EBITDA margin) in the second quarter of 2007.

Bezeq International generated an operating profit of NIS 63 million and a net profit of NIS 47 million in the second quarter of 2008, up 18.9% and 20.5% respectively year-over-year. The rise in net profit year-over-year came as a result of growth in all core business areas, combined with a decrease in general and operating expenses.

As reflected in its quarterly and half-year results, Bezeq International continues to lead the ISP and direct-dial international calls markets in terms of revenues, profits and profit margins.

                                   yes Results

    yes                    Q2 2008 Q2 2007 Change H1 2008 H1 2007  Change
                              (NIS millions)         (NIS millions)
    Revenues                   380     354   7.3%     761     708    7.5%
    Operating profit            43      31  38.7%      69      56   23.2%
    EBITDA                     103     100   3.0%     194     193    0.5%
    EBITDA margin             27.1%   28.2%          25.5%   27.3%
    Net profit                 (99)    (65) 52.3%    (165)   (113)  46.0%
    Cash flows from
    operating activities        32      25  28.0%     116     118   -1.7%
    Capex, net *                40      45 -11.1%     119      90   32.2%
    Free cash flow              (8)    (20)-60.0%      (3)     28 -110.7%
    Number of subscribers
    (end of period, in         551     543   1.5%     551     543    1.5%
    thousands)
    Average revenue per user
    (ARPU, NIS)                230     218   5.5%     231     218    5.7%

    * Including subscriber acquisition costs

Revenue from the yes multi-channel pay-TV segment increased 7.3% to NIS 380 million in the second quarter of 2008 from NIS 354 million in the year ago period. The rise in revenue was primarily related to a 5.5% year-over-year increase in ARPU to NIS 230 as well as a 1.5% net increase in subscribers.

Net loss for the yes segment in the second quarter of 2008 totaled NIS 99 million compared to a net loss of NIS 65 million in the second quarter of 2007, an increase of 52.3% year-over-year. This increase stemmed mainly from higher finance expenses related to debt linked to the Israeli consumer price index (CPI), an increase in content costs due to broadcasts of original productions and an increase in maintenance services by subcontractors.

yes posted positive EBITDA of NIS 103 million (27.1% EBITDA margin) in the second quarter of 2008 as compared to EBITDA of NIS 100 million (28.2% EBITDA margin) in the second quarter of 2007.

The number of yes subscribers as of June, 2008 was 551,000, up 8,000 subscribers from the year ago period and up from 549,000 as compared to March 31, 2008.

Outlook

Based on current business conditions, Bezeq continues to expect Group wide full year 2008 revenues to remain stable, reflecting the combination of continued erosion in domestic fixed-line telephony with growth across the rest of the business segments. In addition, the company expects to continue focusing on reducing costs and expanding margins. Regarding Group level gross capital expenditures, in 2008 the company is reiterating its forecast for an increase of approximately 50% year-over-year mainly due to the deployment of Pelephone's HSPA network infrastructure as well as the initial stages of the company's NGN project.

Conference Call & Web Cast Information

Bezeq will conduct a conference call hosted by Mr. Shlomo Rodav, Bezeq Chairman and Mr. Alan Gelman, Bezeq Chief Financial Officer and Deputy CEO, on Thursday, August 21, 2008, at 4:00 PM Israel Time / 9:00 AM Eastern Time. Participants are invited to join the live conference call by dialing:

                   International Phone Number: +972-3-918-0609
                        Israel Phone Number: 03-918-0609


A live webcast of the conference call will be available on the investor relations section of the Bezeq corporate website at http://www.bezeq.co.il. Please visit the website at least 15 minutes early to register for the webcast and download any necessary audio software.

A webcast replay will be made available on the investor relations section of the Bezeq corporate website. An automated telephone replay will also be available approximately two hours after the completion of the live call through Thursday, August 28, 2008. Participants are invited to listen to the conference call replay by dialing:

                   International Phone Number: +972-3-925-5937
                        Israel Phone Number: 03-925-5937

About Bezeq The Israel Telecommunication Corp.

Bezeq is Israel's leading telecommunications service provider. Established in 1984, the company has led Israel into the new era of communications, based on the most advanced technologies and services. Bezeq and its subsidiaries offer the full range of communications services including domestic, international and cellular phone services; Internet, ADSL, and other data communications; satellite-based multi-channel TV; and corporate networks.

For more information about Bezeq please visit the corporate website at http://www.bezeq.co.il.

This press release contains general data and information as well as forward looking statements about Bezeq. Such statements include expressions of management's expectations about new and existing programs, opportunities, technology and market conditions. Although Bezeq believes its expectations are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. These statements should not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. These forward-looking statements are made only as of the date hereof and the company assumes no obligation to update any forward-looking statement In addition, the realization and/or otherwise of the forward-looking information will be affected by factors that cannot be assessed in advance, and which are not within the control of the Corporation, including the risk factors that are characteristic of its operations, and developments in the general environment, and external factors and the regulation that affects the Corporation's operations.

               "Bezeq" The Israel Telecommunication Corp., Limited
                Condensed Interim Consolidated Income Statements


                  For the six-month period     For the three-month   For the
                        ended June 30         period ended June 30    year
                                                                      ended
                                                                    December
                                                                        31
                    2008         2007        2008        2007          2007
                 (Unaudited) (Unaudited) (Unaudited) (Unaudited)    (Audited)
                     NIS         NIS          NIS         NIS          NIS
                  millions     millions    millions    millions     millions

    Revenues         6,186        6,141       3,086       3,053       12,400

    Costs and
    expenses
    Depreciation
    and
    amortization       851          877         422         436        1,769
    Salary           1,201        1,160         585         584        2,375
    Operating
    and general
    expenses         2,683        2,833       1,313       1,410        5,841
    Other
    operating
    expenses
    (income), net      (13)          44         (34)         52           79

                     4,722        4,914       2,286       2,482       10,064

    Operating        1,464        1,227         800         571        2,336
    income

    Financing
    costs
    Financing          392          321         230         159          796
    expenses
    Financing         (109)        (190)        (48)        (85)        (487)
    income

    Net                283          131         183          74          309
    financing
    expenses

    Profit after     1,181        1,096         617         497        2,027
    financing
    expenses

    Equity in
    profits of
    investees
    accounted by
    the equity
    method               2            2           1           1            6

    Profits          1,183        1,098         618         498        2,033
    before
    income tax

    Income tax         385          373         205         158          672

    Profit for         798          725         413         340        1,361
    the period

    Attributable
    to:
    The                835          760         437         361        1,330
    shareholders
    of the
    Company
    Minority           (37)         (35)        (24)        (21)          31
    rights

    Profit for         798          725         413         340        1,361
    the period

    Earnings per
    share

    Basic             0.32         0.29        0.17        0.14         0.51
    earnings per
    share (in
    NIS)

    Diluted           0.32         0.29        0.17        0.14         0.50
    earnings per
    share (in
    NIS)



               "Bezeq" The Israel Telecommunication Corp., Limited
                  Condensed Interim Consolidated Balance Sheets

                                       June 30,     June 30,    December 31,
                                         2008         2007          2007
                                     (Unaudited)  (Unaudited)     (Audited)
                                     NIS millions NIS millions  NIS millions

    Assets
    Cash and cash equivalents                 740        2,063         1,203
    Investments and loans, including
    derivatives                                66        1,008           389
    Trade receivables                       2,497        2,115         2,403
    Other receivables                         233          231           247
    Inventory                                 186          229           203
    Current tax assets                         16           12            11
    Assets classified as available
    for sale                                   23            -            17

    Total current assets                    3,761        5,658         4,473

    Trade and other receivables               574          498           535
    Investments and loans, including
    derivatives                               226          279           233
    Broadcasting rights                       278          206           243
    Property, plant and equipment           5,971        6,211         6,064
    Intangible assets                       2,668        2,541         2,526
    Deferred and other expenses               394          363           367
    Investments in associates
    accounted by the equity method             30           33            37
    Deferred tax assets                       605          789           678

    Total non-current assets               10,746       10,920        10,683

    Total assets                           14,507       16,578        15,156



               "Bezeq" The Israel Telecommunication Corp., Limited
            Condensed Interim Consolidated Balance Sheets (continued)

                                       June 30,     June 30,    December 31,
                                         2008         2007          2007
                                     (Unaudited)  (Unaudited)     (Audited)
                                     NIS millions NIS millions  NIS millions
    Liabilities
    Loans and credit                        1,094        4,187         1,913
    Trade payables                          1,450        1,333         1,533
    Other payables, including
    derivatives                               742          843           745
    Current tax liabilities                    75           70            57
    Deferred income                            32           37            47
    Provisions                                348          332           392
    Employee benefits                         446          773           705

    Total current liabilities               4,187        7,575         5,392

    Debentures                              3,941        3,350         4,420
    Obligations to banks                    1,102          392           307
    Loans from others                         147          126           136
    Loans provided by the minority
    in a subsidiary                           413          599           375
    Employee benefits                         259          329           261
    Deferred income and others                 13           28            36
    Provisions                                 56           54            57
    Deferred taxes                             74            -             -

    Total non-current liabilities           6,005        4,878         5,592

    Total liabilities                      10,192       12,453        10,984

    Shareholders' Equity

    Share capital                           6,132        6,132         6,132
    Funds                                     701          681           681
    Deficit                               (2,112)      (2,089)        (2,268)

    Total equity attributable to
    shareholders of the Company             4,721        4,724         4,545

    Minority equity                         (406)        (599)          (373)

    Total shareholders' equity              4,315        4,125         4,172

    Total shareholders' equity and
    liabilities                            14,507       16,578        15,156


               "Bezeq" The Israel Telecommunication Corp., Limited
             Condensed Interim Consolidated Statements of Cash Flows

                        For the six-month      For the three-month   For the
                             period           period ended June 30    year
                          ended June 30                               ended
                                                                     December
                                                                        31
                        2008        2007        2008        2007       2007
                     (Unaudited) (Unaudited) (Unaudited) (Unaudited)(Audited)
                         NIS         NIS         NIS         NIS        NIS
                      millions    millions    millions    millions  millions

    Cash flows from
    operating
    activities
    Net earnings for
    the period               798         725         413       340     1,361
    Adjustments:
    Depreciation             707         741         356       365     1,482
    Amortization of
    intangible
    assets                   124         126          56        66       270
    Amortization of
    deferred and
    other charges             20          10          10         5        17
    Gain from
    decrease in
    holding in
    companies
    accounted by the
    equity method              -           -           -         -         1
    Equity in
    earnings of
    associates
    accounted by the
    equity method            (2)         (2)         (1)        (1)       (6)
    Net financing
    costs                    320         179         191       161       372
    Net capital
    (gain) loss             (19)         (5)        (18)        11       (88)
    Share-based
    payment
    transactions              35           -          22         -         -
    Payments to a
    former senior
    officer                    -           6           -         6         6
    Income tax
    expenses                 385         373         205       158       672
    Payment in
    respect of
    clearance of
    financial
    derivative
    instruments, net        (14)         (4)         (4)        (9)      (9)

    Change in
    inventory                 15        (25)          52        22       (6)
    Change in trade
    receivables            (132)       (109)        (28)       (96)    (437)
    Change in other
    receivables             (14)        (25)          39        27        4
    Change in other
    payables                   4          38        (69)       (18)     (18)
    Change in
    suppliers              (277)       (129)       (134)      (162)      36
    Change in
    provisions              (46)          45        (42)        30      105
    Change in
    broadcasting
    rights                  (35)        (36)         (7)        (5)     (74)
    Change in
    employee
    benefits               (262)       (192)       (179)      (107)    (300)
    Change in
    deferred and
    other income             (2)         (3)         (3)       (40)     (11)

                           1,605       1,713         859       753    3,377

    Interest
    received                  34          70          15        27      116
    Dividend
    received                   2           3           2         3        3
    Income tax paid        (228)       (224)       (100)       (86)    (430)

    Net cash from
    operating
    activities             1,413       1,562         776       697    3,066



               "Bezeq" The Israel Telecommunication Corp., Limited
             Condensed Interim Consolidated Statements of Cash Flows
                                 (continued)

                        For the six-month      For the three-month    For the
                             period           period ended June 30     year
                          ended June 30                                ended
                                                                    December
                                                                       31
                       2008        2007        2008        2007       2007
                    (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
                        NIS         NIS         NIS         NIS        NIS
                     millions    millions    millions    millions   millions

    Cash flows from
    investing
    activities
    Investment in
    intangible
    assets and in
    other expenses       (135)       (105)        (76)        (43)     (273)
    Proceeds from
    sale of
    property, plant
    and equipment
    and deferred
    expenses               87         121          26          97       177
    Proceeds from
    realization of
    financial assets
    held for trade,
    net                   314           7         257        (108)      647
    Purchase of
    property, plant
    and equipment        (617)       (413)       (310)       (235)     (973)
    Proceeds from
    sale of
    investments and
    long-term loans        11          33           5          26        66
    Purchase of
    investments and
    long-term loans        (4)          -          (4)          -        (8)
    Investment in an
    associated
    company                (1)          -           -           -         -

    Net cash from
    (used for)
    investment
    activities           (345)       (357)       (102)       (263)     (364)

    Cash flows from
    financing
    activities
    Issue of
    debentures              -         757           -         757     1,814
    Receipt of loans        -          50           -          50        50
    Repayment of
    debentures           (627)        (97)       (398)        (15)   (1,927)
    Repayment of
    loans                 (81)       (149)        (41)        (80)     (840)
    Short-term
    credit, net            68         (23)         56           9       (37)
    Dividends paid       (679)     (2,100)       (679)          -    (2,860)
    Interest paid        (235)       (198)       (179)       (123)     (389)
    Receipt
    (payment) in
    respect of
    clearance of
    financial
    derivative
    instruments, net       29         (14)         25          (2)       77
    Investment of a
    minority in a
    subsidiary              4           -           4           -         -

    Net cash from
    (used for)
    financing
    activities         (1,521)     (1,774)     (1,212)        596    (4,112)

    Net increase
    (decrease) in
    cash and cash
    equivalents          (453)       (569)       (538)      1,030    (1,410)
    Cash and cash
    equivalents at
    the beginning of
    the period          1,203       2,632       1,283       1,033     2,632
    Effect of
    fluctuations in
    the rate of
    exchange on cash
    balances              (10)          -          (5)          -       (19)

    Cash and cash
    equivalents at
    the end of the
    period                740       2,063         740       2,063     1,203


    Investor Relations Contact:
    Mr. Naftali Sternlicht
    Bezeq
    Phone: +972-2-539-5441
    Email:  ir@bezeq.co.il

    Media Relations Contact:
    Mr. Guy Hadass
    Bezeq
    Phone: +972-3-626-2600
    Email: guy@bezeq.co.il

SOURCE Bezeq


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