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B Communication Interim / Quarterly Report 2016

May 26, 2016

6676_rns_2016-05-26_23cd5f21-249b-441d-9ee6-b8a653ca1523.pdf

Interim / 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 May 2016

B COMMUNICATIONS 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- __________

B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 B Communications Ltd. Condensed Consolidated Interim Financial Statements (Unaudited) as at March 31, 2016.

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.

B Communications Ltd. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: May 26, 2016

EXHIBIT NO. DESCRIPTION

99.1 B Communications Ltd. Condensed Consolidated Interim Financial Statements (Unaudited) as at March 31, 2016.

B Communications Ltd.

Condensed Consolidated Interim Financial Statements

March 31, 2016 (Unaudited)

Condensed Consolidated Interim Financial Statements (unaudited)

Contents

Page
Independent Auditors' Review Report 3
Condensed Consolidated Statements of Financial Position 4
Condensed Consolidated Statements of Income 6
Condensed Consolidated Statements of Comprehensive Income 7
Condensed Consolidated Statements of Changes in Equity 8
Condensed Consolidated Statements of Cash Flows 10
Notes to the Condensed Consolidated Interim Financial Statements 12

Review Report to the Shareholders of B Communications Ltd.

Introduction

We have reviewed the accompanying financial information of B Communications Ltd. and its subsidiary (hereinafter - "the Group"), comprising of the condensed consolidated interim statement of financial position as at March 31, 2016 and the related condensed consolidated interim statements of income, comprehensive income, changes in equity and cash flows for the three month period then ended. The Board of Directors and Management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on interim financial information based on our review.

Scope of Review

We conducted our review in accordance with Standard on Review Engagements 1, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" of the Institute of Certified Public Accountants in Israel. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial information was not prepared, in all material respects, in accordance with IAS 34.

/s/ Somekh Chaikin Somekh Chaikin Certified Public Accountants (Isr.)

May 25, 2016

Condensed Consolidated Statements of Financial Position

(In millions)

Convenience
translation
into December 31,
2015
NIS
U.S. dollars
(Note A)
March 31,
2016
US\$
March 31, March 31,
2015
NIS
2016
NIS
(Unaudited) (Unaudited) (Unaudited) (Audited)
Assets
Cash and cash equivalents 1,228 326 1,196 581
Restricted cash 715 190 17 155
Investments, including derivatives 1,360 361 3,466 1,535
Trade receivables, net 2,042 542 2,290 2,058
Other receivables 317 84 359 286
Inventory 123 33 87 115
Total current assets 5,785 1,536 7,415 4,730
Long-term trade and other receivables 662 176 542 674
Property, plant and equipment 7,171 1,904 7,365 7,197
Intangible assets 6,986 1,855 7,483 7,118
Deferred expenses and investments 568 151 696 643
Broadcasting rights 456 121 460 456
Investment in equity-accounted investee 23 6 29 25
Deferred tax assets 1,104 293 1,170 1,279
Total non-current assets 16,970 4,506 17,745 17,392
Total assets 22,755 6,042 25,160 22,122

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Financial Position (cont'd)

(In millions)

March 31,
2016
NIS
(Unaudited)
Convenience
translation
into
U.S. dollars
(Note A)
March 31,
2016
US\$
(Unaudited)
March 31,
2015
NIS
(Unaudited)
December 31,
2015
NIS
(Audited)
Liabilities
Bank loans and credit and debentures 2,250 597 2,043 2,089
Trade and other payables 1,912 508 2,116 1,694
Related party 206 55 898 233
Current tax liabilities 711 189 747 705
Provisions 88 23 84 100
Employee benefits 380 101 274 378
Total current liabilities 5,547 1,473 6,162 5,199
Bank loans and debentures 11,603 3,080 13,694 12,290
Employee benefits 238 63 238 240
Other liabilities 262 70 276 227
Provisions 46 12 69 46
Deferred tax liabilities 665 177 807 729
Total non-current liabilities 12,814 3,402 15,084 13,532
Total liabilities 18,361 4,875 21,246 18,731
Equity
Total equity attributable to equity holders of the Company 1,740 462 1,014 1,045
Non-controlling interests 2,654 705 2,900 2,346
Total equity 4,394 1,167 3,914 3,391
Total liabilities and equity 22,755 6,042 25,160 22,122

Date of approval of the financial statements: May 25, 2016

/s/ Doron Turgeman /s/ Itzik Tadmor
CEO Principal Financial Officer

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Income

(In millions, except per share data)

Three months period ended
March 31
Convenience
translation
into
U.S. dollars
2016 2016 2015
NIS US\$ NIS
Note (Unaudited) (Unaudited) (Unaudited)
Revenues 9 2,559 680 2,174
Cost and expenses
Depreciation and amortization 545 145 439
Salaries 514 137 439
General and operating expenses 10 1,021 271 801
Other operating expenses (income), net 5 1 (11)
2,085 554 1,668
Operating income 474 126 506
Financing expenses (income)
Finance expenses 238 63 249
Finance income (46) (12) (152)
Financing expenses, net 192 51 97
Income after financing expenses, net 282 75 409
Share of loss (income) in equity- accounted investee 1 * (16)
Income before income tax 281 75 425
Income tax 121 33 119
Net income for the period 160 42 306
Income (loss) attributable to:
Owners of the company (23) (6) 48
Non-controlling interests 183 48 258
Net income for the period 160 42 306
Earnings per share
Basic income (loss) per share (0.77) (0.20) 1.60
Diluted income (loss) per share (0.77) (0.20) 1.57

* Represents an amount less than US\$1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Comprehensive Income

(In millions)

Three months period ended
March 31
2016
NIS
(Unaudited)
Convenience
translation
into
U.S. dollars
2016
US\$
(Unaudited)
2015
NIS
(Unaudited)
Net income for the period 160 42 306
Items of other comprehensive income (expenses), net of tax (10) (2) 17
Total of other comprehensive income for the period 150 40 323
Attributable to:
Owners of the Company (26) (7) 53
Non-controlling interests 176 47 270
Total of other comprehensive income for the period 150 40 323

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Equity

(In millions except share data)

Attributable to owners of the Company
Share capital Non
Number of Share Treasury Other
reserves
Retained Controlling Total
Shares(1) Amount premium Shares (2) earnings Total interests equity
NIS 0.1
par
value NIS NIS NIS NIS NIS NIS NIS NIS
For the three months period ended March 31, 2015
(unaudited)
Balance as at January 1, 2015 (audited) 29,889,045 3 1,057 (*) (48) (51) 961 2,627 3,588
Exercise of options in a subsidiary - - - - - - - 3 3
Other comprehensive income, net of tax - - - - 5 - 5 12 17
Net income for the period - - - - - 48 48 258 306
Comprehensive income for the period - - - - 5 48 53 270 323
Balance as at March 31, 2015 (unaudited) 29,889,045 3 1,057 (*) (43) (3) 1,014 2,900 3,914

(1) Net of treasury shares.

* Represents an amount less than NIS 1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Changes in Equity

(In millions except number of shares)

Attributable to owners of the Company
Share capital
Number of
Shares(1)
Share
Amount premium
Treasury
Shares
Other
reserves
(2)
Retained
earnings
Total Non-
Controlling
interests
Total
equity
Convenience
translation
Into U.S.
dollars
(Note 2C)
NIS 0.1
par
value
NIS NIS NIS NIS NIS NIS NIS NIS US\$
For the three months period ended
March 31, 2016 (unaudited)
Balance as at January 1, 2016 (audited) 29,889,045 3 1,057 (*) (47) 32 1,045 2,346 3,391 900
Exercise of options in a subsidiary - - - - (1) - (1) 5 4 1
Transactions with non- controlling interest,
net of tax
- - - - - 722 722 127 849 226
Other comprehensive income, net of tax - - - - (3) - (3) (7) (10) (2)
Net income for the period - - - - - (23) (23) 183 160 42
Comprehensive income for the period - - - - (3) (23) (26) 176 150 40
Balance as at March 31, 2016 (unaudited) 29,889,045 3 1,057 (*) (51) 731 1,740 2,654 4,394 1,167

(1) Net of treasury shares.

(2) Including reserve from transaction with non-controlling interest.

* Represents an amount less than NIS 1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

(In millions)

Three months period ended
March 31
Convenience
translation
into
2016 U.S. dollars
2016
2015
NIS
(Unaudited)
US\$
(Unaudited)
NIS
(Unaudited)
Cash flows from operating activities
Net income for the period 160 42 306
Adjustments:
Depreciation and amortization 546 145 439
Profit from consolidation of investee - - (12)
Share in profit of equity accounted investees 1 * (16)
Finance expenses, net 199 53 127
Capital gains, net (11) (3) (5)
Income tax expenses 121 32 119
Other - - (1)
Change in inventory (9) (2) 9
Change in trade and other receivables (35) (9) 84
Change in trade and other payables 62 17 (45)
Changes in provisions (12) (3) 3
Changes in employee benefits 1 * 4
Change in other liabilities (3) (1) -
Net income tax paid (125) (33) (66)
Net cash provided by operating activities 895 238 946
Cash flows from investing activities
Purchase of property, plant and equipment (294) (78) (302)
Investment in intangible assets and deferred expenses (51) (14) (66)
Proceeds from the sale of property, plant and equipment 42 11 13
Change in investments, net 150 40 (343)
Net deposits to restricted cash (560) (149) 48
Proceeds from disposal of investments - - (4)
Obtaining control over investee - - 299
Other (12) (3) 6
Net cash generated from (used in) investing activities (725) (193) (349)

* Represents an amount less than US\$1.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (cont'd)

(In millions)

Three months period ended
March 31
2016
NIS
(Unaudited)
Convenience
translation
into
U.S. dollars
2016
US\$
(Unaudited)
2015
NIS
(Unaudited)
Cash flows from financing activities
Repayment of debentures and loans (390) (104) (74)
Interest paid (55) (14) (43)
Transactions with non-controlling interest 979 260 -
Payments to related party (58) (15) -
Others 1 * 3
Net cash used in financing activities 477 127 (114)
Net increase in cash and cash equivalents 647 172 483
Cash and cash equivalents as at the beginning of the period 581 154 713
Cash and cash equivalents as at the end of the period 1,228 326 1,196

The accompanying notes are an integral part of these condensed consolidated financial statements.

(All amounts are in millions except where otherwise stated)

Note 1 - Reporting Entity

A. B Communications Ltd. ("the Company") is an Israeli resident company incorporated in Israel. The address of the Company's registered office is 2 Dov Friedman Street, Ramat-Gan, Israel. The consolidated financial statements of the Company as at March 31, 2016 and for the three month period then ended include the accounts of the Company and its subsidiaries. The Company is a majority-owned subsidiary of Internet Gold - Golden Lines Ltd. ("IGLD" or "Internet Gold") and its ultimate parent is Eurocom Holdings (1979) Ltd. ("Eurocom").

On April 14, 2010, the Company completed the acquisition of 30.44% of the outstanding shares of Bezeq - The Israel Telecommunications Corp. Limited ("Bezeq") and became the controlling shareholder of Bezeq. Bezeq's ordinary shares are registered for trade on the Tel Aviv Stock Exchange.

The ordinary shares of the Company are registered for trade on the NASDAQ Global Select Market and on the Tel Aviv Stock Exchange.

B. Material events in the reporting period

On February 1, 2016, the Company sold 115,500,000 shares of Bezeq for NIS 8.5 per share or NIS 982 (4.18% of the outstanding shares of Bezeq). The Company retained a 26.34% ownership interest in Bezeq, following the closing of the transaction, while retaining de facto control over Bezeq. For more information see note 12F to the Annual Financial Statements.

Note 2 - Basis of Preparation

A. Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. Selected explanatory notes are included to explain events and transactions that are significant to the understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at December 31, 2015, and for the year then ended. These condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements as at December 31, 2015 and for the year then ended ("annual financial statements").

These condensed consolidated interim financial statements were authorized for issue by the Company's Board of Directors on May 25, 2015.

B. Use of estimates and judgment

Preparing the interim financial statements requires Management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The judgments made by management, when applying the Group's accounting policies and the key assumptions used in assessments that involve uncertainty, are consistent with those applied in the Annual Financial Statements.

(All amounts are in millions except where otherwise stated)

Note 2 - Basis of Preparation (cont'd)

C. Convenience translation into U.S. dollars ("dollars" or "\$")

For the convenience of the reader, the reported NIS figures as at March 31, 2016, have been presented in dollars, translated at the representative rate of exchange as at March 31, 2016 (NIS 3.766 = US\$ 1.00). The dollar amounts presented in these condensed consolidated interim financial statements are merely supplementary information and should not be construed as complying with IFRS translation method or as representing amounts that are receivable or payable in dollars or convertible into dollars, unless otherwise indicated.

Note 3 - Significant Accounting Policies

Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its annual financial statements.

Changes in accounting policy

Non-controlling interests

On 1 January 2016 the Group changed its accounting policy with respect to transactions with non-controlling interests, while retaining control. According to the new accounting policy, the difference between the consideration paid or received for change in non-controlling interests is recognized in retained earnings. The Group believes that this presentation provides more relevant information about its distributable earnings.

This change in accounting policy was applied retrospectively and did not have any impact on earnings per share. The following table summarizes the adjustments to equity reserves upon implementation of the new accounting policy:

March 31,2015
As previously
reported
NIS
(Unaudited)
Effect of
adjustment
NIS
(Unaudited)
As reported
in these
financial
statements
NIS
(Unaudited)
Other reserves (117) 74 (43)
Retained earnings 71 (74) (3)

(All amounts are in millions except where otherwise stated)

Note 4 - Group entities

Business combination with DBS Satellite Services (1998) Ltd. ("DBS") in the prior period

As described in Note 12 to the Annual Financial Statements regarding a business combination in 2015, in March 2015 the Company acquired control in DBS.

In the financial statements as at March 31, 2015, provisional amounts were included for attribution of excess cost arising from the acquisition. On completion of the acquisition and the preparation of an agreement in principle with the tax authorities for the deductible carryforward losses of DBS, as described in Note 12B4 to the Annual Financial Statements, amounts were adjusted retrospectively as follows:

March 31,2015
As previously
reported
(Unaudited)
adjustment
(Unaudited)
Effect of As reported in these
financial statements
(Unaudited)
Deferred tax asset, net of deferred tax liabilities - 1,170 1,170
Goodwill 1,438 (1,053) 385
Liability to Eurocom DBS (781) (117) (898)

Note 5 - Debentures, Loans, and Borrowings

On August 10, 2014 the Company's Board of Directors approved the buyback of up to \$50 of the Notes. On January 20, 2016, the Company completed its \$50 repurchase program and its Board of Directors approved to extend and increase the program by an additional \$50. Through May 26, 2016, the Company purchased \$65 par value of the Notes.

Following the sale of 115,500,000 shares of Bezeq shares in February 2016, under the terms of the Indenture for the Notes, the NIS 978 of, net proceeds of the sale were deposited in the "Lockbox Account". Under the terms of the Indenture, the Company must make an offer to the holders of the Notes within 365 days of receipt of the proceeds to purchase the maximum principal amount of Notes that may be purchased with such proceeds at a cash offer price equal to at least 100% of the principal amount of the Notes, plus accrued and unpaid interest to the date of purchase.

On April 4, 2016, subsequent to the balance sheet date, the Company completed the private placement of NIS 148 par value of its Series B Debentures to Israeli institutional investors for an aggregate consideration of approximately NIS 162. The private placement was carried out as an increase to the outstanding Series B Debentures, which were first issued in September 2010 and have identical terms. The net proceeds of the private placement increased the Company's unrestricted cash.

On April 21, 2016, subsequent to the balance sheet date, Bezeq completed the issuance of 714,050,000 debentures of NIS 1 par value each by extension of Series 9 in accordance with the shelf offering memorandum. The total consideration (gross) that was received amounted to NIS 769. For information about the terms of the debentures, see Note 13 to the Annual Financial Statements.

(All amounts are in millions except where otherwise stated)

Note 5 - Debentures, Loans, and Borrowings (cont'd)

On May 26, 2016, subsequent to the balance sheet date, the Company through its subsidiary, has invited holders of the Notes to submit tenders to purchase their Notes for cash within a purchase price range between US\$1.00 to US\$ US\$1.07 per US\$1.00 nominal amount of Notes, on the terms and subject to the conditions contained in its Tender Offer Memorandum dated May 26, 2016 in accordance with a modified Dutch auction procedure for the Notes.

Note 6 - Income Tax

On January 4, 2016, the Knesset plenum approved a bill to amend the income tax ordinance that includes a reduction in corporate tax by 1.5% from 26.5% to 25%, as from January 1, 2016. Consequently, in the financial statements for the first quarter of 2016, the Group reduced the deferred tax assets and liabilities and recognized an expense of NIS 26 for deferred tax expenses.

Note 7 - Contingent Liabilities

As at March 31, 2016, contingent liabilities only include contingent liabilities relating to the Bezeq Group.

During the normal course of business, legal claims were filed against Group companies or there are pending claims against the Group ("in this section: "Legal Claims").

In the opinion of the managements of the Group companies, partially based on legal opinions as to the likelihood of success of the legal claims, the financial statements include appropriate provisions of NIS 86, where provisions are required to cover the exposure arising from such legal claims.

In the opinion of the managements of the Group companies, the additional exposure (beyond these provisions) as at March 31, 2016 for claims filed against Group companies on various matters and which are unlikely to be realized, amounted to NIS 5 billion. There is also additional exposure of NIS 4 billion for claims, the chances of which cannot yet be assessed.

In addition, motions for certification of class actions have been filed against the Group companies, for which the Group has additional exposure beyond the aforesaid, since the exact amount of the claim is not stated in the claim.

This amount and all the amounts of the additional exposure in this note are linked to the CPI and are stated net of interest. For updates subsequent to the reporting date, see section B below.

(All amounts are in millions except where otherwise stated)

Note 7 - Contingent Liabilities (cont'd)

A. Below is a description of the contingent liabilities of the Group (including DBS) as at March 31, 2016, classified into groups with similar characteristics:

Balance of
provisions
Amount of
additional
exposure
Amount of
exposure for
claims for
which the
amount of
exposure
cannot be
assessed
Claims group Nature of the claims NIS NIS
Unaudited
NIS
Claims of
employees and
former
employees of
Group
companies
Mainly collective and individual claims filed by employees and former
employees of Bezeq in respect of recognition of various salary components as
components for calculation of payments to Bezeq employees, some of which
have wide ramifications in Bezeq.
10 111 -
Customer
claims
Mainly motions for certification of class actions concerning contentions of
unlawful collection of payment and impairment of the service provided by the
Group companies.
50 2,649 4,050
Supplier and
communication
provider claims
Legal claims for compensation for alleged damage as a result of the supply of
the service and/or the product.
3 211 7
Claims for
punitive
damages, real
estate and
infrastructure
Claims for alleged physical damage or damage to property caused by Group
companies and in relation to real estate and infrastructure.
The additional amount of exposure for punitive damages does not include
claims for which the insurance coverage is not disputed.
3 45 -
Claims by
enterprises and
companies
Claims alleging liability of the Group companies in respect of their activities
and/or the investments made in various projects.
11 2,001* -
Claims by the
State and
authorities
Various claims by the State of Israel, government institutions and authorities
("the Authorities"). These are mainly procedures related to regulations relevant
to the Group companies and financial disputes concerning monies paid by the
Group companies to the authorities (including property taxes) or by the
authorities to the Group companies.
9 14 -
86 5,031 4,057

* Total exposure of NIS 2 billion for a claim filed by a shareholder against Bezeq and officers in the Company, which the plaintiff estimates at NIS 1.1 billion or NIS 2 billion (according to the method of calculating the damage to be determined).

(All amounts are in millions except where otherwise stated)

Note 7 - Contingent Liabilities (cont'd)

B. Subsequent customer claims

Subsequent to the reporting date, claims amounting to NIS 736 were filed against Group companies, and another claim without a monetary estimate. At the approval date of the financial statements, the chances of these claims cannot yet be assessed. In addition, claims with exposure of NIS 378 came to an end.

Note 8 - Capital and Capital Reserves

Authorized Registered
and paid up Authorized
Registered
and paid up
December 31 December 31 March 31 March 31
2015 2015 2016 2016
Number of shares Number of shares
Ordinary shares of NIS 0.1 par value each 50,000,000 29,889,045 50,000,000 29,889,045

On May 26, 2016, the Company's board of directors declared a cash dividend of NIS 355. The dividend will be payable to all of the Company's shareholders of record at the end of the NASDAQ trading day on June 15, 2016. The payment date will be June 29, 2016.

(All amounts are in millions except where otherwise stated)

Note 9 - Revenues

Three months period ended
March 31
2016 2015
NIS NIS
(Unaudited) (Unaudited)
Domestic fixed line communications
Fixed line telephony 374 395
Internet - infrastructure 386 383
Transmission and data communication 212 207
Other services 59 58
1,031 1,043
Cellular
Cellular services and terminal equipment 444 486
Sale of terminal equipment 216 224
660 710
International communications,
internet services and NEP 377 371
Multi-channel Television 439 -
Others 52 50
2,559 2,174

Note 10 - General and Operating Expenses

Three months period ended
March 31
2016 2015
NIS NIS
(Unaudited) (Unaudited)
Terminal equipment and materials 216 226
Interconnectivity and payments to domestic and
international operators 212 212
Maintenance of buildings and sites 154 150
Marketing and general expenses 180 131
Services and maintenance by sub-contractors 63 34
Vehicle maintenance expenses 42 35
Content services expenses 154 13
1,021 801

(All amounts are in millions except where otherwise stated)

Note 11 - Financial instruments

(1) Fair values versus carrying amounts

The table below shows the difference between the carrying amount and the fair value of groups of financial liabilities. The methods used to estimate the fair values of financial instruments are described in Note 17.E.1 to the annual financial statements.

December 31, 2015 March 31, 2016
Carrying
amount
NIS
Fair value
NIS
Carrying
amount
NIS
Fair value
NIS
Bank loans
Unlinked 1,904 2,044 1,883 2,018
Debentures
Issued to the public (CPI linked) 3,816 4,006 3,828 4,071
Issued to the public (Unlinked) 1,991 2,119 1,821 1,935
Issued to institutional investors (CPI linked) 1,310 1,314 1,222 1,306
Issued to institutional investors (US\$ linked) 2,986 3,258 2,781 2,998
Issued to institutional investors (unlinked) 403 458 410 463
12,410 13,199 11,945 12,791

(2) Fair value hierarchy

The table below presents an analysis of the financial instruments measured at fair value, with details of the evaluation method. The methods used to measure the fair value of investments in ETFs, monetary funds, marketable securities, and forward contracts on the CPI or foreign currency are described in Note 17.E.2 to the annual financial statements.

December 31, 2015
Level 1 Level 2 Level 3 Total
NIS NIS NIS NIS
Financial assets held for trading
Monetary funds and ETFs 193 - - 193
Future credit from bank - 2 - 2
Marketable securities 772 - - 772
Derivatives not used in hedging
Forward contracts on foreign currencies - 180 - 180
Forward contracts on CPI - (163) - (163)
Available-for-sale financial assets
Unmarketable shares - - 2 2
Contingent consideration for a business combination - - (233) (233)
965 19 (231) 753

(All amounts are in millions except where otherwise stated)

Note 11 - Financial instruments (cont'd)

(2) Fair value hierarchy (cont'd)

March 31, 2016
Level 1 Level 2 Level 3 Total
NIS NIS NIS NIS
Financial assets held for trading
Monetary funds and ETFs 46 - - 46
Future credit from bank - (21) - (21)
Marketable securities 804 - - 804
Forward contracts on foreign currencies - 84 - 84
Forward contracts on CPI - (216) - (216)
Contingent consideration for a business combination - - (206) (206)
850 (153) (206) 491

Note 12 - Segment Reporting

A. Further to Note 12B to the annual financial statements, Bezeq's investment in DBS was presented on the basis of the equity method up to March 25, 2015. As from this date, the financial statements of DBS are consolidated with the financial statements of the Group as described in Note 4 above. The Group reports on multichannel television as an operating segment without adjustment to ownership rates and excess cost in all reporting periods.

In addition, after DBS became a wholly-owned subsidiary of Bezeq on June 24, 2015, Bezeq updated the internal management reporting structure for financing income for the shareholders loans that were provided to DBS. As from the second quarter of 2015, Bezeq no longer recognizes financing income for the shareholders loans under the financing income of the fixed-line domestic communications segment. Financing expenses in the multi-channel television segment include financing expenses for the loans without any change. The comparative figures were restated to reflect the change in the reporting structure: financing income in the amount of NIS 21 was eliminated in the fixed-line domestic communications segment for the three months ended March 31, 2015.

(All amounts are in millions except where otherwise stated)

Note 12 - Segment Reporting (cont'd)

B. Operating Segments

Three-month period ended March 31, 2016 (unaudited)
Domestic
fixed–line
communications
NIS
Cellular
communications
NIS
International
communications
and Internet
services
NIS
Multi
channel
television
NIS
Others
NIS
Adjustments
NIS
Consolidated
NIS
Revenue from external
entities 1,032 660 377 438 49 - 2,556
Inter-segment revenues 80 11 18 1 5 (112) 3
Total revenue 1,112 671 395 439 54 (112) 2,559
Depreciation and
amortization
183 104 33 76 5 145 546
Segment results -
operating income
(loss)
536 1 37 57 (9) (148) 474
Finance income 8 12 2 16 5 3 46
Finance expenses (109) - (4) (143) (1) 19 (238)
Total finance income
(expense), net
(101) 12 (2) (127) 4 22 (192)
Segment profit (loss)
after finance
expenses, net
435 13 35 (70) (5) (126) 282
Share in loss of equity
accounted investee
- - - - (1) - (1)
Segment profit (loss)
before income tax
435 13 35 (70) (6) (126) 281
Income tax 107 - 9 1 - 4 121
Segment results - net
profit (loss)
328 13 26 (71) (6) (130) 160

(All amounts are in millions except where otherwise stated)

Note 12 - Segment Reporting (cont'd)

B. Operating Segments (cont'd)

Three-month period ended March 31, 2015 (unaudited)
Domestic
fixed–line
communications
NIS
Cellular
communications
NIS
International
communications
and Internet
services
NIS
Multi
channel
television
NIS
Others
NIS
Adjustments
NIS
Consolidated
NIS
Revenue from external
entities 1,042 709 368 440 49 (440) 2,168
Inter-segment revenues 71 18 25 - 4 (112) 6
Total revenue 1,113 727 393 440 53 (552) 2,174
Depreciation and
amortization
176 104 32 76 3 48 439
Segment results -
operating income
(loss)
547 32 61 59 (2) (191) 506
Finance income 23 17 3 42 4 63 152
Finance expenses (98) (3) (4) (104) - (40) (249)
Total finance income
(expense), net
(75) 14 (1) (62) 4 23 (97)
Segment profit (loss)
after finance
expenses, net
472 46 60 (3) 2 (168) 409
Share in income of
equity-accounted
investee
- - - - - 16 16
Segment profit (loss)
before income tax
472 46 60 (3) 2 (152) 425
Income tax 126 10 16 - - (33) 119
Segment results - net
profit (loss)
346 36 44 (3) 2 (119) 306

(All amounts are in millions except where otherwise stated)

Note 12 - Segment Reporting (cont'd)

C. Adjustments for segment reporting of profit or loss

Three months period ended
March 31
2016 2015
NIS NIS
(Unaudited) (Unaudited)
Profit or loss
Operating income for reporting segments 631 699
Elimination of expenses from a segment classified as an associate - (59)
Financing expenses, net (192) (97)
Share in the )loss( income of equity-accounted investees (1) 16
Depreciation and amortization of intangible assets resulting from the Bezeq PPA adjustments (97) (128)
Loss from operations classified in other categories and other adjustments (60) (6)
Consolidated profit before income tax 281 425

Note 13 - Dividends from Bezeq

On March 16, 2016, the Board of Directors of Bezeq resolved to recommend to the general meeting of shareholders the distribution of a cash dividend of NIS 776. On May 3, 2016, Bezeq's shareholders approved the dividend distribution and on May 30, 2015, the Company will receive its share of the dividend distribution in the amount of NIS 204.