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Internet Gold-Golden Lines Ltd.

Quarterly Report Nov 20, 2018

6859_rns_2018-11-20_ef67ac46-bb14-4e05-835c-1df8212cd298.pdf

Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2018

INTERNET GOLD-GOLDEN LINES LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-FForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

YesNo

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ___________

The following exhibits are attached:

EXHIBIT NO. DESCRIPTION

99.1 Internet Gold-Golden Lines Ltd. Reports Financial Results for the Third Quarter of 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: November 20, 2018

EXHIBIT NO. DESCRIPTION

99.1 Internet Gold-Golden Lines Ltd. Reports Financial Results for the Third Quarter of 2018.

Internet Gold Reports Financial Results For the Third Quarter of 2018

- Net Income of NIS 9 Million for Internet Gold in the Third Quarter of 2018 -

Ramat Gan, Israel – November 20, 2018 - Internet Gold - Golden Lines Ltd. ("the Company") (NASDAQ Global Select Market and TASE: IGLD), a holding company with the controlling interest in B Communications Ltd. (NASDAQ and TASE: BCOM), which in turn holds the controlling interest in Bezeq, The Israel Telecommunication Corporation Ltd. (TASE: BEZQ), today reported its financial results for the third quarter of 2018.

Doron Turgeman, CEO of Internet Gold comment today: "The third quarter of 2018 was another stable period for Bezeq, which generated a net profit of NIS 234 million. As of today, we have sufficient resources to service our debt until March 2020 and we will continue our efforts to strengthen our financial condition and liquidity with the goal of improving our debt and equity positions."

Internet Gold's Unconsolidated Financial Liabilities and Liquidity

As of September 30, 2018, Internet Gold's unconsolidated liquidity balances comprised of cash and cash equivalents and short-term investments totaled NIS 143 million (\$40 million), its unconsolidated financial liabilities totaled NIS 728 million (\$201 million) and its unconsolidated net debt totaled NIS 585 million (\$161 million).

(In millions) September 30,
2018
September 30,
2018
September 30,
2017
December 31,
2017
NIS US\$ NIS NIS
Series C debentures 22 6 257 43
Series D debentures *706 *195 541 780
Total financial liabilities 728 201 798 823
Cash and cash equivalents 25 7 20 21
Short-term investments 118 33 177 174
Total liquidity 143 40 197 195
Net debt 585 161 601 628

* The Series D debentures balance as of September 30, 2018 includes NIS 14 million (\$4 million) arising from the initial implementation of IFRS9. It should be noted that the increase in the Series D debentures balance will not increase the Company's future debt repayments and will decrease the Company's finance expenses over the term of the debentures.

Internet Gold's Third Quarter Consolidated Financial Results

Internet Gold's consolidated revenues for the third quarter of 2018 totaled NIS 2.3 billion (\$634 million), a 4.7% decrease from the NIS 2.4 billion reported in the third quarter of 2017. For both the current and the prior year periods, Internet Gold's consolidated revenues consisted entirely of Bezeq's revenues.

Internet Gold's consolidated operating profit for the third quarter of 2018 totaled NIS 382 million (\$105 million), an 8.8% decrease compared with operating profit of NIS 419 million reported in the third quarter of 2017.

Internet Gold's consolidated net profit for the third quarter of 2018 totaled NIS 168 million (\$46 million), a 16.4% decrease compared with NIS 201 million reported in the third quarter of 2017.

Internet Gold's net profit attributable to shareholders for the third quarter of 2018 was NIS 9 million (\$2 million), a 50.0% decrease compared with NIS 18 million reported in the third quarter of 2017.

Internet Gold's Third Quarter Unconsolidated Financial Results

(In millions) Three months ended September 30,
2018 2018 2017 2017
NIS US\$ NIS NIS
Financing expenses, net (9) (2) (6) (60)
Operating expenses (2) (1) (1) (6)
Interest in BCOM's net profit 20 5 25 51
Net profit (loss) 9 2 18 (15)

As of September 30, 2018, Internet Gold held approximately 65% of B Communications' outstanding shares. Accordingly, Internet Gold's interest in B Communications' net profit for the third quarter of 2018 totaled NIS 20 million (\$5 million) compared with NIS 25 million reported in the third quarter of 2017.

Internet Gold's unconsolidated net financial expenses for the third quarter of 2018 totaled NIS 9 million (\$2 million) compared with NIS 6 million for the third quarter of 2017. Net financial expenses in 2018 included NIS 11 million (\$3 million) of interest and CPI linkage expenses related to its publicly-traded debentures. These expenses were partially offset by financial income of NIS 2 million (\$1 million) generated by short term investments.

Internet Gold's unconsolidated net profit for the third quarter of 2018 was NIS 9 million (\$2 million) compared with NIS 18 million reported in the third quarter of 2017.

Bezeq Group Results (Consolidated)

To provide further insight into its results, the Company is providing the following summary of the consolidated financial report of the Bezeq Group for the quarter ended September 30, 2018. For a full discussion of Bezeq's results for the quarter ended September 30, 2018, please refer to its website: http://ir.bezeq.co.il.

Bezeq Group (consolidated) Q3 2018 Q3 2017 % change
(NIS millions)
Revenues 2,301 2,415 (4.7%)
Operating profit 429 544 (21.1%)
Operating margin 18.6% 22.5%
Net profit 234 322 (27.3%)
EBITDA 976 980 (0.4%)
EBITDA margin 42.4% 40.6%
Diluted EPS (NIS) 0.08 0.12 (33.3%)
Cash flow from operating activities 883 982 (10.1%)
Payments for investments 412 353 16.7%
Free cash flow 1 374 677 (44.8%)
Total debt 11,947 11,533 3.6%
Net debt 9,022 8,968 0.6%
EBITDA (trailing twelve months) 3,725 3,911 (4.8%)
Net debt/EBITDA (end of period) 2 2.42 2.29 5.6%
  • * As of 1.1.2018, the Company has early adopted accounting standard IFRS 16 "Leases". The impact of the implementation of the accounting standard on EBITDA and cash flow from operating activities in the third quarter of 2018 was an increase of NIS 105 million and NIS 102 million, respectively.
  • 1 Free cash flow is defined as cash flow from operating activities less net payments for investments and as of 2018, with the implementation of accounting standard IFRS 16, less payments for leases.
  • 2 EBITDA in this calculation refers to the trailing twelve months.

Revenues of the Bezeq Group in the third quarter of 2018 were NIS 2.3 billion (\$630 million) compared to NIS 2.4 billion in the corresponding quarter of 2017, a decrease of 4.7%. The decrease in revenues was due to lower revenues in all key Group segments.

Salary expenses of the Bezeq Group in the third quarter of 2018 were NIS 494 million (\$136 million) compared to NIS 502 million in the corresponding quarter of 2017, a decrease of 1.6%.

Operating expenses of the Bezeq Group in the third quarter of 2018 were NIS 815 million (\$225 million) compared to NIS 956 million in the corresponding quarter of 2017, a decrease of 14.7%. The decrease was primarily due to the early adoption of accounting standard IFRS 16 whereby rental expenses relating to assets rented through operating leases are capitalized. In addition, lower expenses were recorded in terminal equipment and marketing and general expenses.

Other operating expenses, net of the Bezeq Group in the second quarter of 2018 amounted to NIS 16 million (\$4 million) compared to other operating income, net of NIS 23 million in the corresponding quarter of 2017. The decrease was mainly due to lower capital gains from the sale of real estate of NIS 1 million in the third quarter of 2018 compared with NIS 45 million in the corresponding quarter.

Depreciation and amortization expenses of the Bezeq Group in the third quarter of 2018 were NIS 547 million (\$151 million) compared to NIS 436 million in the corresponding quarter of 2017, an increase of 25.5%. The increase was due to the amortization of right-of-use assets resulting from the early adoption of accounting standard IFRS 16 beginning January 1, 2018.

Operating profit of the Bezeq Group in the third quarter of 2018 was NIS 429 million (\$118 million) compared to NIS 544 million in the corresponding quarter of 2017, a decrease of 21.1%. The decrease in operating profit in the third quarter of 2018 was primarily due to the decrease in revenues and in capital gains from the sale of real estate compared with the corresponding quarter.

Financing expenses, net of the Bezeq Group in the third quarter of 2018 amounted to NIS 109 million (\$30 million) compared to NIS 94 million in the corresponding quarter of 2017, an increase of 16.0%. The increase in financing expenses was primarily due to the early adoption of accounting standard IFRS 16 beginning January 1, 2018.

Income tax expenses of the Bezeq Group in the third quarter of 2018 were NIS 85 million (\$23 million) compared to NIS 128 million in the corresponding quarter of 2017, a decrease of 33.6%. The decrease in tax expenses was primarily due to a reduction in profitability as well as a decrease in the corporate tax rate from 24% to 23% in 2018.

Net profit of the Bezeq Group in the third quarter of 2018 was NIS 234 million (\$65 million) compared to NIS 322 million in the corresponding quarter of 2017, a decrease of 27.3%. The decrease in net profit was primarily due to the decrease in operating profit, partially offset by the decrease in income tax expenses.

EBITDA of the Bezeq Group in the third quarter of 2018 was NIS 976 million (\$269 million) (EBITDA margin of 42.4%) compared to NIS 980 million (EBITDA margin of 40.6%) in the corresponding quarter of 2017, a decrease of 0.4%.

Cash flow from operating activities of the Bezeq Group in the third quarter of 2018 was NIS 883 million (\$243 million) compared to NIS 982 million in the corresponding quarter of 2017, a decrease of 10.1%. The decrease in cash flow from operating activities was primarily due to the decrease in profitability and changes in working capital in Yes and Pelephone.

Payments for investments (Capex) of the Bezeq Group in the third quarter of 2018 was NIS 412 million (\$114 million) compared to NIS 353 million in the corresponding quarter of 2017, an increase of 16.7%.

Free cash flow of the Bezeq Group in the third quarter of 2018 was NIS 374 million (\$103 million) compared to NIS 677 million in the corresponding quarter of 2017, a decrease of 44.8%. The decrease in free cash flow was mainly due to the decrease in cash flow from operating activities, an increase in investments in PP&E and a decrease in capital gains from the sale of real estate.

Total debt of the Bezeq Group as of September 30, 2018 was NIS 11.9 billion (\$3.3 billion) compared to NIS 11.5 billion as of September 30, 2017.

Net debt of the Bezeq Group was NIS 9.02 billion (\$2.49 billion) as of September 30, 2018 compared to NIS 8.97 billion as of September 30, 2017.

Net debt to EBITDA (trailing twelve months) ratio of the Bezeq Group as of September 30, 2018, was 2.42, compared to 2.29 as of September 30, 2017.

Notes:

Convenience translation to U.S Dollars

Unless noted specifically otherwise, the dollar denominated figures were converted to US\$ using a convenience translation based on the New Israeli Shekel (NIS)/US\$ exchange rate of NIS 3.627 = US\$ 1 as published by the Bank of Israel for September 30, 2018.

Use of non-IFRS financial measures

We and the Bezeq Group's management regularly use supplemental non-IFRS financial measures internally to understand, manage and evaluate its business and make operating decisions. The following non-IFRS measures are provided in the press release and accompanying supplemental information because management believes these measurements are useful for investors and financial institutions to analyze and compare companies on the basis of operating performance:

  • EBITDA defined as net profit plus net interest expense, provision for income taxes, depreciation and amortization;
  • EBITDA trailing twelve months defined as net profit plus net interest expense, provision for income taxes, depreciation and amortization during last twelve months;
  • Net debt defined as long and short-term liabilities minus cash and cash equivalents and short-term investments;
  • Net debt to EBITDA ratio defined as net debt divided by the trailing twelve months EBITDA;
  • Free Cash Flow (FCF) defined as cash from operating activities less cash for the purchase/sale of property, plant and equipment, and intangible assets, net;
  • LTV (loan to value) defined as the ratio of the Company's unconsolidated net debt to market value of the Company's holdings in B Communications;
  • NAV (Net Asset Value) defined as market value of the Company's holdings in B Communications less unconsolidated net debt of the Company.

These non-IFRS financial measures may differ materially from the non-IFRS financial measures used by other companies.

We present the Bezeq Group's EBITDA as a supplemental performance measure because we believe that it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structure, tax positions (such as the impact of changes in effective tax rates or net operating losses) and the age of, and depreciation expenses associated with, fixed assets (affecting relative depreciation expense).

EBITDA should not be considered in isolation or as a substitute for net profit or other statement of operations or cash flow data prepared in accordance with IFRS as a measure of profitability or liquidity. EBITDA does not take into account our debt service requirements and other commitments, including capital expenditures, and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. In addition, EBITDA, as presented in this press release, may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated.

Management of Bezeq believes that free cash flow is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations. Free cash flow is a financial index which is not based on IFRS. Free cash flow is defined as cash from operating activities less cash for the purchase/sale of property, plant and equipment, and intangible assets, net. Bezeq also uses the net debt and net debt to EBITDA trailing twelve months ratio to analyze its financial capacity for further leverage and in analyzing the company's business and financial condition. Net debt reflects long and short-term liabilities minus cash and cash equivalents and investments.

Reconciliations between the Bezeq Group's results on an IFRS and non-IFRS basis with respect to these non-IFRS measurements are provided in tables immediately following the Company's consolidated results. The non-IFRS financial measures are not meant to be considered in isolation or as a substitute for comparable IFRS measures and should be read only in conjunction with its consolidated financial statements prepared in accordance with IFRS.

IFRS16

Effective January 1, 2018 ("the Initial Application Date"), the Bezeq Group early adopted IFRS 16, Leases ("IFRS16" or "the Standard"). The main effect of early adoption of IFRS16 is reflected in the cancellation of the existing requirement that lessees classify leases as operating (off-balance sheet) or financing leases. The new Standard presents a uniform model for the accounting treatment of all leases, pursuant to which the lessee is to recognize the asset and the liability in respect of the lease in its financial statements. The Standard also sets out new disclosure requirements that are more extensive than the existing requirements. Accordingly, until the Initial Application Date, the Bezeq Group classified most of the leases in which it is the lessee as operating leases, since it did not substantially bear all the risks and rewards from the assets.

In accordance with IFRS16, for agreements in which the Bezeq Group is the lessee, the Bezeq Group applies a unified accounting model, by which it recognizes a right-of-use asset and a lease liability at the inception of the lease contract for all the leases in which the Bezeq Group has a right to control identified assets for a specified period of time. Accordingly, the Bezeq Group recognizes depreciation and amortization expenses in respect of a right-ofuse asset, tests a right-of-use asset for impairment in accordance with IAS 36, Impairment of Assets (hereinafter: "IAS 36") and recognizes financing expenses on a lease liability. Therefore, as from the Initial Application Date, lease expenses relating to assets leased under an operating lease, which were presented as part of general and administrative expenses in the income statement, are recognized as assets and written down as depreciation and amortization expenses.

The Bezeq Group applies the standard using the cumulative effect approach without a restatement of comparative information.

In respect of all the leases, the Bezeq Group has elected to apply the transitional provision of recognizing a lease liability at the Initial Application Date according to the present value of the future lease payments discounted at the incremental interest rate of the lessee at that date and concurrently recognizing a right-of-use asset at the same amount of the liability, adjusted for any prepaid or accrued lease payments that were recognized as an asset or liability before the Initial Application Date. Therefore, application of the standard did not have an effect on the balance of the Bezeq Group's retained earnings at the Initial Application Date Upon initial application, the Bezeq Group also elected to apply the following expedients, as permitted by the standard:

  • a. Relying on a previous assessment of whether an arrangement is a lease or contains a lease at the application date of the standard. Accordingly, the agreements that were previously classified as operating leases are accounted for in accordance with the new Standard, and the agreements that were previously classified as service contracts continue to be accounted for as such without change.
  • b. Applying a single discount rate to a portfolio of leases with similar characteristics.

  • c. Not separating non-lease components from the lease components and accounting for all the components as a single lease component.
  • d. Relying on a previous assessment of whether a contract is onerous in accordance with IAS 37 at the transition date, as an alternative to assessing the impairment of right-of-use assets.
  • e. Excluding initial direct costs from the measurement of the right-of-use asset at the Initial Application Date.
  • f. Using hindsight in determining the lease period if the contract includes options to extend or cancel the lease.

Presented below are the principal accounting policies for leases in which the Bezeq Group is the lessee, which were applied as from January 1, 2018 following the application of the Standard:

(1) Determining whether an arrangement contains a lease

At the inception of the arrangement, the Bezeq Group determines whether the arrangement is or contains a lease and examines whether the arrangement transfers the right to control the use of an identifiable asset for a period of time in return for payment. When assessing whether the arrangement transfers control over the use of an identifiable asset, the Bezeq Group estimates, over the lease term, whether it has both rights set out below:

  • (A) The right to essentially obtain all the economic rewards associated with the use of the identifiable asset
  • (B) The right to direct the use of the identifiable asset

For lease contracts that include non-lease components, such as services or maintenance, which are related to a lease component, the Bezeq Group elected to account for the contract as a single lease component without separating the components.

(2) Leased assets and lease liability

Contracts that award the Bezeq Group the right to control the use of an identifiable asset over a period of time for a consideration are accounted for as leases. At initial recognition, the Bezeq Group recognizes a liability at the present value of the future minimum lease payments (these payments do not include variable lease payments that are not linked to the CPI, or to any change in the rate of interest, or any change in the exchange rate), and concurrently, the Bezeq Group recognizes a right-of-use asset at the amount of the liability, adjusted for lease payments paid in advance or accrued, plus direct costs incurred in the lease.

Since the interest rate implicit in the lease is not readily determinable, the incremental borrowing rate of the Bezeq Group is used (the borrowing rate that the Bezeq Group would be required to pay to borrow the amounts required to obtain an asset at a similar value to the right-of-use asset in a similar economic environment, in a similar period and with similar collateral).

Subsequent to initial recognition, the asset is accounted for using the cost model and it is amortized over the lease term or the useful life of the asset (whichever is earlier).

(3) The lease term

The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the Bezeq Group will exercise or not exercise the option.

(4) Depreciation of right-of-use asset

After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows:

Weighted average
depreciation
period as of
January 1,
Type of asset 2018
(In years)
Cellular communications sites 6.5
Buildings 7
Vehicles 2

At the Initial Application Date, the Bezeq Group recognized right-of-use assets and lease liabilities in the amount of NIS 1.5 billion.

In measurement of the lease liabilities, the Bezeq Group discounted lease payments using the nominal incremental borrowing rate at January 1, 2018. The discount rates used to measure lease liabilities range between 1.3% and 3.6% (weighted average of 1.5%). This range is affected by differences in the lease term.

The difference between the Bezeq Group's agreements for the minimum contractual lease payments in the amount of NIS 1,020 million, as reported in Note 21A to the Annual Statements, and the lease liabilities recognized at the Initial Application Date of IFRS 16, amounting to NIS 1.5 billion, is mainly due to the options for extending the lease, which will most likely be exercised, which were not included in Note 21A to the Annual Statements.

About Internet Gold

Internet Gold is a telecommunications-oriented holding company which is a controlled subsidiary of Eurocom Communications Ltd. Internet Gold holds the controlling interest in B Communications, which in turn holds the controlling interest in Bezeq. For more information, please visit the following Internet sites:

www.igld.com www.bcommunications.co.il www.ir.bezeq.co.il

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in Internet Gold's filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forwardlooking statement.

For further information, please contact:

Yaniv Salomon – IR Manager [email protected] / Tel: +972-3-924-0000

Hadas Friedman – Investor Relations [email protected] / Tel: +972-3-516-7620

Condensed Consolidated Interim Statements of Financial Position as at

(In millions)

September 30,
2018
September 30,
2018
September 30,
2017
December 31,
2017
NIS US\$ NIS NIS
Current Assets
Cash and cash equivalents 1,584 437 2,562 2,408
Investments 2,041 563 562 769
Trade receivables 1,792 494 1,948 1,915
Other receivables 293 81 294 270
Related party 20 5 43 43
Inventory 86 24 101 125
Total current assets 5,816 1,604 5,510 5,530
Non-Current Assets
Trade and other receivables 423 117 520 493
Property, plant and equipment 6,924 1,909 6,974 6,940
Intangible assets 5,257 1,449 6,102 5,840
Deferred expenses and investments 569 156 557 558
Broadcasting rights 470 130 457 454
Rights of use assets 1,434 395 - -
Deferred tax assets 1,041 287 1,014 1,019
Investment Property 140 39 - -
Total non-current assets 16,258 4,482 15,624 15,304
Total assets 22,074 6,086 21,134 20,834

Condensed Consolidated Interim Statements of Financial Position as at

(In millions)

September 30,
2018
September 30,
2018
September 30,
2017
NIS
December 31,
2017
NIS
NIS US\$
Current Liabilities
Bank loans and credit and debentures 2,121 586 963 1,955
Leases liabilities 443 122 - -
Trade and other payables 1,631 450 1,833 1,735
Dividend payable 234 65 522 -
Current tax liabilities 16 4 125 160
Provisions 106 29 94 94
Employee benefits 330 91 251 280
Total current liabilities 4,881 1,347 3,788 4,224
Non-Current Liabilities
Bank loans and debentures 13,009 3,587 13,800 13,149
Leases liabilities 1,024 282 - -
Employee benefits 266 73 260 272
Other liabilities 212 58 292 234
Provisions 40 11 48 40
Deferred tax liabilities 446 123 516 459
Total non-current liabilities 14,997 4,134 14,916 14,154
Total liabilities 19,878 5,481 18,704 18,378
Equity
Attributable to shareholders of the Company 60 17 233 177
Non-controlling interests 2,136 588 2,197 2,279
Total equity 2,196 605 2,430 2,456
Total liabilities and equity 22,074 6,086 21,134 20,834

Condensed Consolidated Interim Statements of Income for the

(In millions except per share data)

Nine months period ended
September 30,
Three months period ended
September 30,
Year ended
December 31,
2018 2018 2017 2018 2018 2017 2017
NIS US\$ NIS NIS US\$ NIS NIS
Revenues 6,995 1,929 7,331 2,301 634 2,415 9,789
Costs and expenses
Depreciation and amortization 1,740 480 1,590 590 163 537 2,117
Salaries 1,508 416 1,500 494 136 502 2,008
General and operating expenses 2,512 692 2,897 819 226 959 3,911
Other operating expenses (income), net 456 126 (1) 16 4 (2) 149
6,216 1,714 5,986 1,919 529 1,996 8,185
Operating profit 779 215 1,345 382 105 419 1,604
Financing expenses, net 421 116 407 138 38 119 577
Profit after financing expenses, net 358 99 938 244 67 300 1,027
Share of loss in equity-accounted investee 3 1 4 1 - - 5
Profit before income tax 355 98 934 243 67 300 1,022
Income tax expenses 213 59 273 75 21 99 347
Net profit for the period 142 39 661 168 46 201 675
Profit (loss) attributable to:
Shareholders of the Company (201) (55) 42 9 2 18 (15)
Non-controlling interests 343 94 619 159 44 183 690
Net Profit for the period 142 39 661 168 46 201 675
Earnings per share
Basic (7.44) (2.05) 2.21 0.34 0.09 0.95 (0.82)
Diluted (7.44) (2.05) 2.21 0.34 0.09 0.95 (0.82)

EBITDA

The following is a reconciliation of the Bezeq Group's net profit to EBITDA:

(In millions) Three-month period ended September 30, Trailing twelve months ended September 30,
2018 2018 2017 2018 2018 2017
NIS US\$ NIS NIS US\$ NIS
Net profit 234 65 322 894 246 1,215
Income tax 85 23 128 344 95 562
Share of loss in equity-
accounted
investee 1 - - 4 1 5
Financing expenses, net 109 30 94 447 123 433
Depreciation and amortization 547 151 436 2,036 562 1,696
EBITDA 976 269 980 3,725 1,027 3,911

Net Debt

The following table shows the calculation of the Bezeq Group's net debt:

(In millions) As at September 30,
2018 2018 2017
NIS US\$ NIS
Short term bank loans and credit and debentures 1,798 496 555
Non-current bank loans and debentures 10,149 2,798 10,978
Cash and cash equivalents (1,408) (388) (2,471)
Investments (1,517) (418) (94)
Net debt 9,022 2,488 8,968

Net Debt to Trailing Twelve Months EBITDA Ratio

The following table shows the calculation of the Bezeq Group's net debt to EBITDA trailing twelve months ratio:

As at September 30,
2018 2018 2017
NIS US\$ NIS
8,968
3,725 1,027 3,911
2.29
9,022
2.42
2,488
2.42

Reconciliation for NON-IFRS Measures

Free Cash Flow

The following table shows the calculation of the Bezeq Group's free cash flow:

(In millions) Three-month period ended September 30,
2018 2018 2017
NIS US\$ NIS
Cash flow from operating activities 883 243 982
Purchase of property, plant and equipment (308) (85) (255)
Investment in intangible assets and deferred expenses (95) (26) (98)
Lease payments (109) (30) -
Permit fee (9) (2) -
Proceeds from the sale of property, plant and equipment 12 3 48
Free cash flow 374 103 677

Effect of Early Adoption of IFRS16

The tables below summarize the effects on the condensed consolidated interim statement of financial position as at September 30, 2018 and on the condensed consolidated interim statements of income for the three months then ended, assuming the Bezeq Group's previous policy regarding leases continued during that period.

Effect on the condensed consolidated interim statement of financial position as at September 30, 2018:

In accordance
with the
previous policy
Change In accordance
with
IFRS 16
(In millions) NIS NIS NIS
Other receivables 342 (49) 293
Right-of-use assets - 1,434 1,434
Trade and other payables 1,708 (77) 1,631
Short-term lease liabilities - 443 443
Long-term lease liabilities - 1,024 1,024
Equity attributable to shareholders 60 - 60
Non-controlling interests 2,141 (5) 2,136

Effect on the consolidated interim statement of income for the three months ended September 30, 2018:

In accordance
with the
previous policy
Change In accordance
with
IFRS 16
(In millions) NIS NIS NIS
General and operating expenses 924 (105) 819
Depreciation and amortization 489 101 590
Operating profit 378 4 382
Financing expenses, net 129 9 138
Profit after financing expenses 269 (5) 244
Income tax 74 1 75
Net Profit for the period 172 (4) 168
Profit (loss) attributable to shareholders of the Company 9 - 9
Profit attributable to non-controlling interests 163 (4) 159

Designated Disclosure with Respect to the Company's Projected Cash Flows

In connection with the issuance of the Series D Debentures in 2014, we undertook to comply with the "hybrid model disclosure requirements" as determined by the Israeli Securities Authority and as described in the prospectus governing our Series D Debentures.

This model provides that in the event certain financial "warning signs" exist, and for as long as they exist, we will be subject to certain disclosure obligations towards the holders of our Series D Debentures.

In examining the existence of warning signs as of September 30, 2018, our board of directors noted that our unconsolidated unaudited cash flow statement for the quarter ended September 30, 2018 reflects that we had, as expected, a continuing negative cash flow from operating activities of NIS 2 million.

The Israeli regulations provide that the existence of a continuing negative cash flow from operating activities could be deemed to be a "warning sign" unless our board of directors determines that the possible "warning sign" does not reflect a liquidity problem.

Such continuing negative cash flow from operating activities results from the general operating expenses of the Company of NIS 2 million generated during the third quarter of 2018 and due to the fact that the Company, as a holding company, does not have any cash inflows from operating activities. Our main source of cash inflows is generated from dividends (classified as cash flow from investing activities) or debt issuances (classified as cash flow from financing activities). We did not have any such inflows in the third quarter of 2018.

Such continuing negative cash flow from operating activities does not effect our liquidity in any manner. Our board of directors reviewed our financial position, outstanding debt obligations and our existing and anticipated cash resources and uses and determined that the existence of the continuing negative cash flow from operating activities, as mentioned above, does not reflect a liquidity problem.

Further to its previous reports regarding the Company's intention to conduct a systematic and competitive process to examine a possible sale of the Company's holdings in B Communications Ltd. ("BCom" and the "Sale Process", respectively) or such other alternative action that will be determined to be in the best interests of the Company, its shareholders and debenture holders, the Company also reported recently that pursuant to the approval of the Company's board of directors, the Company has announced the initiation of the Sale Process of its holdings in Bcom.

The Company, together with its investments banks has contacted with selected groups of leading communication companies, private equity funds and other potential bidder, worldwide. The Company has also engaged top legal and accounting firms to assist and advise the Company in the Sale Process.

Internet Gold's Unconsolidated Balance Sheet

(In millions) September 30,
2018
NIS
September 30,
2018
US\$
September 30,
2017
NIS
December 31,
2017
NIS
Current assets
Cash and cash equivalents 25 7 20 21
Short-term investments 118 33 177 174
Total current assets 143 40 197 195
Non-current assets
Investment in an investee (*) 645 177 834 807
Total assets 788 217 1,031 1,002
Current liabilities
Current maturities of debentures 97 27 183 97
Other payables 1 - 2 16
Total current liabilities 98 27 185 113
Non-current liabilities
Debentures 630 173 613 712
Total liabilities 728 200 798 825
Total equity 60 17 233 177
Total liabilities and equity 788 217 1,031 1,002

(*) Investment in B Communications.

Unconsolidated figures as of September 30, 2018:

  • Unconsolidated total equity represents 7.6% of unconsolidated total balance sheet.
  • Unconsolidated LTV ratio is 85%.
  • Internet Gold's NAV is NIS 106 million.

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