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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-F ☒ Form 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.
Yes ☐ No ☒
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.