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Thursday, November 15, 2007

Bezeq Reports Third Quarter 2007 Financial Results

Bezeq Reports Third Quarter 2007 Financial Results

Earnings for the First Nine Months of 2007 Rise 10.8% to a Record NIS 1.02 Billion

TEL AVIV, Israel, November 15/PRNewswire-FirstCall/ -- Bezeq The Israel Telecommunication Corp., Limited (TASE: BEZQ), Israel's largest telecommunications provider, announced today its financial results for the third quarter 2007, the period ended September 30, 2007.

Financial Highlights:

- Bezeq third quarter 2007 and nine month year to date revenues set an all time record highs of NIS 3.14 billion and NIS 9.28 billion respectively.

- Earnings attributed to the shareholders of Bezeq increased to a record NIS 1.02 billion in the first nine months of 2007, an increase of 10.8% year-over-year, but declined to NIS 255 million in the third quarter of 2007 from NIS 313 million in the third quarter of 2006, a decrease of 18.4%.

- The Bezeq Group's EBITDA amounted to NIS 3.15 billion in the first nine months of the year, an increase of 5.1% year-over-year (33.9% EBITDA margin in the first nine months of 2007 versus 32.8% in prior year period). EBITDA for the third quarter of 2007 was NIS 1.04 billion (33.2% EBITDA margin), an increase of 1.1% compared with the third quarter of 2006.

- The Bezeq Group's free cash flow amounted to NIS 1.76 billion in the first nine months of 2007, a decline of 6.3% year-over-year, and to NIS 601 million in the third quarter of 2007, a decrease of 18.5% compared to the third quarter of 2006.

Divisional Highlights:

- Bezeq Wireline: The decrease in telephony revenues was almost completely offset by an increase in revenues from high-speed internet, data communications, and value added services. In the first nine months of 2007, revenues from internet, data communications and transmission services increased by NIS 90 million compared to the corresponding period.

- Pelephone: Net earnings increased 39.4% in the third quarter, and increased 33.3% in the first nine months of 2007, driven by the strength of Pelephone's 3G subscriber growth (652,000 total 3G subscribers as of today) which helped push total cellular subscribers up to 2.56 million, an increase of 8.2% year-over-year.

- Bezeq International: Record quarterly minutes of international long distance call traffic and record levels of broadband subscribers fueled all time high quarterly revenue of NIS 326 million for Bezeq International.

- yes: Record multi-channel television subscribers drove quarterly segment revenues to an all time high of NIS 360 million.

Shlomo Rodav, Chairman of the Board of Bezeq, stated "Our group wide record revenue and net earnings performance for the nine month year-to-date period reflect Bezeq's success in evolving the delivery to our customers, the most comprehensive suite of telecommunications services available. The strength of our broad portfolio of consumer and business services focused on higher growth segments of the telecommunications market including high speed broadband Internet, data services and 3G mobile services more than offset the erosion of traditional wireline services. Since joining Bezeq in September, I have been truly impressed with the depth and breadth of the suite of services Bezeq brings to market and the opportunities that I see for additional growth through advanced next generation service offerings and additional efforts focused on improving internal operating efficiencies.

"Looking ahead, we look forward to reviewing the upcoming release of the Grunau Committee's findings and recommendations with regards to reforming the current overly restrictive regulatory framework in order to identify opportunities to better serve our valued customers. Our latest commitment to invest approximately NIS 1 billion in upgrading our Pelephone mobile communications infrastructure to a UMTS/HSPA standard will further improve our competitive positioning in the cellular market and reflects our dedication to delivering our customers new innovative applications and services as well as higher data connectivity speeds. Despite the challenges presented to us by the current regulatory environment, as compared to other leading international markets for telecommunications services, we are committed to making investments in infrastructure and customer satisfaction-focused initiatives to ensure our consumer and business customers enjoy the best of breed in telecommunications services," concluded Mr. Rodav.

Avi Gabbay, Bezeq's CEO, said that "despite the erosion in revenues from traditional telephony and the harsh regulatory environment that Bezeq faces, our results demonstrate our ability to generate new and growing revenue sources in an increasingly competitive fixed-line market. The success of our broadband Internet and related value-added services, as well as our data communications services, enable us to continue offering our residential and business customers the most advanced communications services in the Israeli market. While Bezeq will continue to lose revenues from traditional telephony, as it happens to incumbents around the world, we will continue to focus on our growth areas, and at the same time increase our efforts to improve our cost structure."

          Consolidated results      Bezeq Group (Consolidated)                                                                          Q3 2007     Q3 2006  Change  Q1-Q3    Q1-Q3    Change                                                  2007     2006                        (NIS millions)                  (NIS millions)      Revenues         3,139       3,084    1.8%  9,280    9,115      1.8%     Operating       profit             596         560    6.3%  1,823    1,592     14.5%     EBITDA           1,041       1,029    1.1%  3,146    2,993      5.1%     EBITDA      margin            33.2%       33.4%          33.9%    32.8%     Net profit     attributable     to     shareholders     of the company     255         313  -18.4%  1,015      916     10.8%     Cash flow from     operating      activities         895         964   -7.1%  2,443    2,688     -9.1%     Capex, net         294         226   30.2%    680      806    -15.7%     Free cash flow     601         738  -18.5%  1,763    1,882     -6.3%     Net debt/EBITDA      * (Sept 30, 2007)                     Net debt/     shareholders'     equity (end     of period)        1.26           -                                               *EBITDA based     on trailing     twelve months     1.07        0.59  


Bezeq Group's revenues increased by 1.8% year-over-year to a record NIS 3.14 billion in the third quarter of 2007. Revenue for the first nine months of 2007 also increased 1.8% year-over-year to NIS 9.28 billion. Higher revenues in both periods were driven by increased sales in Bezeq's Pelephone cellular, Bezeq International and yes multi-channel television segments which more than offset the decline in revenue within the company's wireline communications segment.

Net profit attributed to Bezeq shareholders amounted to NIS 255 million in the third quarter of 2007, a decrease of 18.4% compared to the third quarter of 2006. Net profit for the first nine months of 2007 increased 10.8% year-over-year to NIS 1.02 billion.

The Group's earnings before interest, taxes, depreciation and amortization (EBITDA) for the third quarter 2007 was approximately NIS 1.04 billion (33.2% EBITDA margin), an increase of 1.1% compared with the third quarter of 2006 (33.4% EBITDA margin). EBITDA in the first nine months of 2007 increased 5.1% to NIS 3.15 billion (33.9% EBITDA margin) compared with the first nine months of 2006 (32.8% EBITDA margin). EBITDA growth resulted from an increase in revenues and a decrease in depreciation expenses as well as operating and general expenses.

Net capital expenditures (CAPEX) amounted to NIS 294 million in the third quarter of 2007, an increase of 30.2% compared to the third quarter of 2006. Net capital expenditures for the first nine months of 2007 declined 15.7% year-over-year to NIS 680 million.

The Bezeq Group's free cash flow totaled NIS 601 million in the third quarter of 2007, a decrease of 18.5% compared to the third quarter of 2006. Free cash flow for the first nine months of 2007 decreased 6.3% to NIS 1.76 billion as compared to the year ago period.

As of September 30, 2007, the Group's net financial debt was NIS 4.51 billion, compared with NIS 3.72 billion as of September 30, 2006.

Bezeq Wireline

Revenue from wireline domestic communications in the first nine months of 2007 decreased by 2.3% year-over-year, to NIS 4.26 billion. The decrease in revenue was offset primarily by ongoing growth in the number of customers who subscribe to Bezeq's high-speed Internet service (ADSL) and an increase in revenue derived from data communication services. Total ADSL subscribers reached a record 942,000 as of September 30, 2007, an increase of 8.7% year-over-year and 1.9% sequentially.

Bezeq's wireline segment posted positive EBITDA of NIS 563 million (39.5% EBITDA margin) in the third quarter of 2007, compared to NIS 622 million (42.4% EBITDA margin) for the third quarter of 2006, a decline of 9.5%. Bezeq's wireline segment posted positive EBITDA of NIS 1.65 billion (38.7% EBITDA margin) for the first nine months of 2007 as compared to NIS 1.73 billion (39.6% EBITDA margin) for the first nine months of 2006, a decline of 4.5%.

While the Bezeq wireline business made significant progress in its restructuring efforts through the first nine months of 2007 with regards to realigning the organization along new customer focused divisional lines and improving customer service, the estimated operational cost savings with regards to reductions in the workforce have been slower to materialize than previously anticipated. Initial savings from reductions in head count to date have been offset by scheduled wage increases across the broader workforce as well as from increases on account of employment terms and severance terms for senior management. Accordingly, management is examining actions to accelerate the existing plan as well as a range of additional initiatives aimed at improving operational effectiveness in 2008 and beyond. Operating and general expenses decreased 4.4% in the first nine months of 2007 and 8.8% in the third quarter of 2007. The decrease stemmed mainly from a decrease in expenses relating to interconnection to cellular operators, services and maintenance by sub-contractors, materials and spare parts, and maintenance of buildings which was set off by an increase in royalty expenses and general expenses, mainly due to an increase in interconnection to domestic fixed line communication operators.

                                                         Q1-Q3      Q1-Q3     Bezeq Wireline     Q3 2007 Q3 2006 Change       2007       2006 Change                           (NIS millions)             (NIS millions)     Revenues             1,425   1,465  -2.7%      4,260      4,360  -2.3%     Operating profit       327     363 -10.0%        939        951  -1.2%     EBITDA                 563     622  -9.5%      1,648      1,726  -4.5%     EBITDA margin         39.5%   42.4%             38.7%      39.6%     Active     subscriber     lines, period     end ('000)           2,767   2,813  -1.6%     Average monthly     revenue per line     (NIS)*                75.5    81.2  -7.0%       76.3       80.7  -5.5%     Outgoing usage     minutes     (millions)           3,848   4,257  -9.6%     11,514     12,782  -9.9%     Incoming usage     minutes     (millions)**         1,137     967  17.6%      3,250      2,725  19.3%     ADSL     subscribers,     period end     ('000)                 942     867   8.7%     Average monthly     revenue per ADSL     subscriber (NIS)     ***                   58.8    56.6   3.9%       58.2       57.0   2.1%      * Not including revenues from data communications and     transmission services, services to communications providers,     contract and other work, and revenues from incoming traffic.     ** The increase in incoming minutes in Q1-Q3/2007 compared to     the corresponding period in 2006 stems from a 90% increase in     traffic minutes from domestic carriers in competition with     Bezeq.     *** The increase in average monthly revenue per ADSL subscriber     stems from value added services (not from an increase in     prices).  


Pelephone

Pelephone's revenues increased 5.2% to a record NIS 3.50 billion in the first nine months of 2007 up from NIS 3.33 billion in the first nine months of 2006. The increase in revenue stemmed from higher sales of terminal equipment, resulting from an increase in the quantity of handsets sold and upgraded. In addition, there was an increase in revenue from cellular services, following an increase in content revenue and an increase in the number of subscribers, which was set off mainly by lower pricing.

Pelephone's net profit in the third quarter of 2007 grew by 39.4% to NIS 154 million compared to the third quarter of 2006. In first nine months of 2007, the net profit grew by 33.3% as compared to the first nine months of 2006, to NIS 482 million.

Pelephone posted positive EBITDA of NIS 340 million (28.3% EBITDA margin) in the third quarter of 2007, compared to NIS 286 million (25.0% EBITDA margin) in the third quarter of 2007-an 18.7% increase. For the first nine months of 2007, Pelephone's EBITDA grew 13.9% year-over-year to NIS 1.03 billion (29.3% EBITDA margin), up from NIS 900 million (27.0% EBITDA margin).

As of September 30, 2007 Pelephone had a record 2.56 million active subscribers, an increase of approximately 47,000 net subscribers since June 30, 2007. Pelephone is a market leader in 3G subscribers and already has 652,000 subscribers, which represent over 25% of all Pelephone subscribers. Pelephone revenues from value added and content services constituted 12.8% of all revenues from cellular services in the third quarter of 2007, as compared to 10.9% in the same quarter last year.

          Pelephone                                       Q1-Q3     Q1-Q3                            Q3 2007 Q3 2006  Change   2007      2006   Change                              (NIS millions)            (NIS millions)     Revenues                 1,203   1,144     5.1% 3,502     3,330     5.2%     Operating profit           219     170    28.5%   672       544    23.6%     EBITDA                     340     286    18.7% 1,025       900    13.9%     EBITDA margin             28.3%   25.0%          29.3%     27.0%     Net profit                 154     111    39.4%   482       361    33.3%     Cash flows     from operating      activities                 392     337    16.4%   997     1,030    -3.2%     Capex, net                  81      64    27.7%   259       244     6.3%     Free cash flow             311     273    13.7%   738       786    -6.1%     Subscribers     at end of      period (millions)        2.560   2.366     8.2%     Average monthly      revenue per user     (ARPU, NIS)                135     142    -4.9%   132       139    -5.0%     Average monthly      minutes of use     per subscriber (MOU)       363     357     1.7%   352       349     0.9%  


Bezeq International

Bezeq International, Israel's largest supplier of Internet, international calls in Israel and network equipment provider (NEP) services, posted segment revenue of NIS 970 million for the first nine months of 2007, up 2.2% as compared to NIS 949 million in the first nine months of 2006. The increase stemmed from a rise in Internet revenue due to the sale of capacity and from an increase in revenue from record levels of outgoing call minutes, alongside a decrease in operations relating to transfer of calls between communications carriers around the world.

Bezeq International generated a net profit of NIS 39 million in the third quarter of 2007, growing by 30.0% year-over-year. In first nine months of 2007 earnings grew by 43.4% to NIS 115 million as compared to the first nine months of 2006.

Bezeq International posted positive EBITDA of NIS 76 million (23.2% EBITDA margin) in the third quarter of 2007, compared to NIS 56 million (17.7% EBITDA margin) in the third quarter of 2007, an increase of 35.7% year-over-year. Bezeq International posted positive EBITDA of NIS 225 million (23.2% EBITDA margin) for the first nine months of 2007, up 25.3% year-over-year from NIS 180 million (18.9% EBITDA margin) in the first nine months of 2006.

The marked improvement in Bezeq International's profitability stems from growth in all core business areas, combined with an increased focus on costs and the discontinuation of unprofitable activities at the companies merged over the past year and a half.

          Bezeq International                       Q1-Q3       Q1-Q3                     Q3 2007 Q3 2006 * Change   2007        2006 *    Change                         (NIS millions)                 (NIS millions)     Revenues            326     316      3.3%   970         949         2.2%     Operating profit     54      38     44.3%   159         116        36.9%     EBITDA               76      56     35.7%   225         180        25.3%     EBITDA margin      23.2%   17.7%           23.2%       18.9%      Net profit           39      30     30.0%   115          80        43.4%     Cash flows      from operating     activities           34      55    -38.8%    65         137       -52.6%     Capex, net            5       7    -19.4%    29          29         1.8%     Free cash flow       28      49    -41.5%    36         109       -67.1%     * 2006 income statement data includes proforma results of merged      companies  


yes

Revenue from the yes multi-channel television segment increased 5.8% to a record NIS 1.07 billion in the first nine months of 2007, up from the NIS 1.01 billion in the first nine months of 2006. The rise in revenue was primarily related to an increase in the number of subscribers.

In the first nine months of 2007 the net loss declined to NIS 43 million, an 84.5% improvement as compared to the first nine months of 2006.

Net financing income in the third quarter of 2007 amounted to NIS 75 million as compared to net financing expenses of NIS 86 million in the corresponding quarter last year. Financing expenses during the third quarter of 2007 were influenced by a recalculation of the fair value of shareholders' loans due to the postponement of expected payment dates. This change increased financing income by NIS 213 million. As a result, yes recorded net financing income (instead of net financing expenses as it generally records) as mentioned above, which lead to a net profit of NIS 70 million in the third quarter of 2007, as compared to a net loss of NIS 97 million in the corresponding quarter of 2006.

yes posted positive EBITDA of NIS 62 million (17.3% EBITDA margin) in the third quarter of 2007, compared to NIS 62 million (18.4% EBITDA margin) in the third quarter of 2006. yes posted positive EBITDA of NIS 254 million (23.8% EBITDA margin) for the first nine months of 2007, up 20.6% year-over-year from NIS 211 million (20.9% EBITDA margin) in the first nine months of 2006.

The number of yes subscribers at the end of September 2007 was a record 545,000, up from 543,000 in the prior quarter and up from 539,000 in the year ago period.

          yes                                             Q1-Q3  Q1-Q3                         Q3 2007      Q3 2006  Change   2007   2006 Change                        (NIS millions)                   (NIS millions)     Revenues              360          340     5.9% 1,068  1,009    5.8%     Operating profit       (4)         (11)  -62.7%    52     (9)    NM     EBITDA                 62           62    -0.4%   254    211   20.6%     EBITDA margin        17.3%        18.4%          23.8%  20.9%     Net profit             70          (97)     NM    (43)  (278) -84.5%     Cash flows from     operating     activities             45           49    -7.9%   110    114   -3.2%     Capex, net*            84           39   117.5%   174    144   20.6%     Free cash flow        (39)          10      NM    (64)   (31) 109.0%     Subscribers,     period end     ('000)                545          539     1.2%     * Including subscriber acquisition costs  


About Bezeq The Israel Telecommunication Corp.

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

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

This press release contains general data and information as well as forward looking statements about Bezeq. Such statements include expressions of management's expectations about new and existing programs, opportunities, technology and market conditions. Although Bezeq believes its expectations are based on reasonable assumptions, these statements are subject to numerous risks and uncertainties. These statements should not be regarded as a representation that anticipated events will occur or that expected objectives will be achieved. These forward-looking statements are made only as of the date hereof and the company assumes no obligation to update any forward-looking statement.

                     "Bezeq" The Israel Telecommunication Corp., Limited                 Condensed Interim Consolidated Income Statements                     For the nine-month      For the three-month     For the                   period ended September  period ended September  year ended                             30                   30              December 31                      2007        2006        2007        2006        2006                   (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)                       NIS         NIS         NIS         NIS        NIS                    thousands   thousands   thousands   thousands  thousands       Revenue        9,280,444   9,114,536   3,139,090   3,083,547 12,231,830       Costs and     expenses     Depreciation     and     amortization   1,322,676   1,400,831     445,344     469,201  1,864,035     Salary         1,757,025   1,714,759     597,354     575,654  2,586,437     Operating     and general     expenses       4,307,330   4,360,539   1,474,948   1,503,019  5,966,616     Other     operating     expenses     (income),     net               70,077      45,988      25,647     (24,585)   249,540                      7,457,108   7,522,117   2,543,293   2,523,289 10,666,628       Operating     profit         1,823,336   1,592,419     595,797     560,258  1,565,202       Financing     costs     Financing     expenses         689,718     581,633     368,802     154,510    694,393     Financing     income          (424,586)   (300,188)   (234,850)    (65,006)  (356,425)     Net     financing     expenses         265,132     281,445     133,952      89,504    337,968       Profit after     net     financing     expenses       1,558,204   1,310,974     461,845     470,754  1,227,234       Equity in     profits of     investees     accounted by     the equity     method             2,405       6,932         761       2,919     11,184       Profit     before     income tax     1,560,609   1,317,906     462,606     473,673  1,238,418       Income tax       504,936     455,004     132,240     177,377    488,393     Profit for     the period     1,055,673     862,902     330,366     296,296    750,025       Attributable     to:     The     shareholders     of the     Company        1,015,040     915,742     255,198     312,934    808,995     Minority     interest in     consolidated     companies        (40,633)    (52,840)     75,168     (16,638)   (58,970)     Profit for     the period     1,055,673     862,902     330,366     296,296    750,025       Earnings per     share     Basic     earnings per     share (in     NIS)                0.39        0.35        0.10        0.12       0.31     Diluted     earnings per     share (in     NIS)                0.38        0.35        0.09        0.12       0.31  


                     "Bezeq" The Israel Telecommunication Corp., Limited                   Condensed Interim Consolidated Balance Sheets                          September     September 30,  December 31,                        30, 2007          2006          2006                       (Unaudited)     (Unaudited)    (Audited)                      NIS thousands  NIS thousands NIS thousands                           Assets     Cash and cash        equivalents        1,104,769      1,188,480     2,631,790      Investments            and loans,     including     derivatives          979,824      2,335,178       960,561       Trade                receivables        2,335,772      2,116,297     2,111,451          Other                  receivables          192,297        172,383       250,657      Inventory            189,040        193,532       204,669      Broadcasting           rights               223,976        177,925       169,017      Current tax             assets                12,942         12,132        11,105      Assets                  classified as     held for sale         22,562              -             -        Total current        assets             5,061,182      6,195,927     6,339,250        Trade and              other     receivables          473,249        363,417       417,144      Investments            and loans,     including     derivatives          273,751        383,155       342,175     Property,            plant and     equipment          6,075,139      6,638,321     6,492,362      Intangible           assets             2,526,208      2,563,121     2,554,242      Deferred and           other     expenses             362,759        381,450       373,749      Investments             in associates     accounted by     the equity     method               33,176         27,799        32,122      Deferred tax           assets              743,287        899,712       993,616       Total               non-current     assets           10,487,569     11,256,975    11,205,410       Total assets     15,548,751     17,452,902    17,544,660    


                     "Bezeq" The Israel Telecommunication Corp., Limited              Condensed Interim Consolidated Balance Sheets (cont'd)                       September   September   December                     30, 2007    30, 2006    31, 2006                    (Unaudited) (Unaudited)  (Audited)                        NIS         NIS         NIS                     thousands   thousands   thousands     Liabilities     Loans and       1,970,562   3,734,392   3,637,347     credit     Trade           1,314,852   1,340,335   1,393,568     payables     Other             785,239     856,246     802,747     payables,     including     derivatives     Current tax        50,832      72,487     121,704     liabilities     Deferred           35,933      37,496      57,879     income     Provisions        357,927     256,813     288,851     Employee          823,126     573,986     906,203     benefits     Dividend          760,000           -     300,000     payable       Total current   6,098,471   6,871,755   7,508,299     liabilities       Debentures      4,424,859   3,224,662   3,169,441     Obligations       341,906     544,837     480,830     to banks     Loans from        132,366     118,045     169,182     others     Loans             362,275     558,120     564,250     provided by     the minority     in a     subsidiary     Employee          243,980     346,059     373,036     benefits     Deferred           36,856      22,313      37,020     income and     others     Provisions         53,442      52,805      51,857       Total           5,595,684   4,866,841   4,845,616     non-current     liabilities       Total          11,694,155  11,738,596  12,353,915     liabilities       Shareholders'     equity       Share capital   6,132,636   6,309,133   6,309,133     Share premium           -   1,623,423   1,623,423     Reserves          684,698     386,099     671,820     Deficit        (2,594,341) (2,046,229) (2,849,381)       Total equity    4,222,993   6,272,426   5,754,995     attributable     to     shareholders     of the     Company       Minority         (368,397)   (558,120)   (564,250)     interest in     capital     deficit of     consolidated     companies       Total           3,854,596   5,714,306   5,190,745     shareholders'     equity       Total          15,548,751  17,452,902  17,544,660     shareholders'     equity and     liabilities  


                     "Bezeq" The Israel Telecommunication Corp., Limited              Condensed Interim Consolidated Statements of Cash Flows                      For the nine-month   For the three-month    For the year                  period ended September period ended September  December                          30                    30                ended 31                                                                                                  2007        2006        2007        2006      2006                   (Unaudited) (Unaudited) (Unaudited) (Unaudited)(Audited)                       NIS         NIS         NIS         NIS       NIS                    thousands   thousands   thousands   thousands thousands     Cash flows     from     operating     activities     Profit for     the period     1,055,673     862,902     330,366     296,296   750,025      Adjustments:      Depreciation   1,115,820   1,205,721     375,023     397,975 1,591,054      Amortization     of     intangible     assets           191,372     176,375      65,389      64,544   247,557      Amortization     of deferred     and other     charges           15,484      18,735       4,932       6,682    25,424      Loss (gain)     from     decrease in     holdings in     associates         1,372       (614)       1,026        (30)     (595)      Financing     costs, net       416,786     265,459     228,870      25,705   440,429      Equity in     profits of     investees     accounted by     the equity     method            (2,405)     (6,932)       (761)     (2,919)  (11,184)      Net capital     gain              (7,154)    (32,389)     (1,693)    (24,415) (159,017)      Share-based     payment     transactions           -           -           -           -   286,506      Payments to     a former     senior     officer            5,750           -           -           -         -      Income tax     expenses         504,936     455,004     132,240     177,377   488,393       Change in     inventory         12,765      38,167      38,352      36,536    23,014      Change in     trade     receivables     (304,013)     (3,819)   (195,369)    (31,064)  109,100      Change in     other     receivables      (25,890)     14,937        (264)     24,264  (107,854)      Change in     trade     payables          17,607      65,215         225      46,866   (56,778)      Change in     suppliers       (124,995)   (138,204)      4,182     (10,908)  (79,046)      Change in     provisions        67,712      (2,552)     22,474       2,856    27,327      Change in     broadcasting     rights           (54,959)    (23,425)    (18,649)     11,061   (14,517)      Change in     employee     benefits        (212,133)   (194,031)    (20,376)    (33,920)  168,758      Change in     deferred and     other income      (8,501)     (3,198)        125      (3,676)   11,509                      2,665,227   2,697,351     966,092     983,230 3,740,105       Interest     received         100,488     174,582      30,415      47,275   220,078      Dividend     received           3,418      26,010         334           -    26,010      Income tax     paid            (326,207)   (210,188)   (101,817)    (66,902) (277,573)       Net cash     from     operating     activities     2,442,926   2,687,755     895,024     963,603 3,708,620       Cash flows     from     investing     activities      Investment     in     intangible     assets          (132,181)   (130,693)    (40,053)    (48,690) (209,733)      Proceeds     from sale of     property,     plant and     equipment        133,278      23,336      16,883      10,431    47,804      Proceeds     from     realization     of deferred     expenses           4,213         272           -           -         -      Current     investments,     net               18,667      78,487      11,292     171,156 1,491,439      Purchase of     property,     plant and     equipment       (680,956)   (698,667)   (270,630)   (187,412) (953,226)      Investment     in deferred     expenses and     others           (23,934)    (12,032)    (21,319)     (6,667)        -      Proceeds     from     realization     of     investments     and     long-term     loans             48,967      56,598      15,587      44,710    62,729      Purchase of     investments     and     long-term     loans                  -     (18,184)          -      (5,856)  (19,723)*      Acquisition     of a     subsidiary       (12,468)          -           -           -         -       Net cash     from (used     in)     investment     activities      (644,414)   (700,883)   (288,240)    (22,328)  419,290  


                     "Bezeq" The Israel Telecommunication Corp., Limited              Condensed Interim Consolidated Statements of Cash Flows                                   (cont'd)                   For the nine-month      For the three-month     For the                      period          period ended September  year ended                ended September 30              30            December 31                     2007        2006        2007        2006        2006                 (Unaudited) (Unaudited) (Unaudited) (Unaudited)  (Audited)                     NIS         NIS         NIS         NIS         NIS                 thousands   thousands   thousands   thousands   thousands       Cash flows for     financing     activities      Receipt of     50,000           -           -           -      50,000     loans      Issuance of      debentures  1,814,415           -   1,057,602           -           -       Repayment of        debentures (1,902,055)   (262,081) (1,805,181)    (83,025)   (280,350)       Repayment of          loans        (753,825) (1,145,132)   (605,162)   (757,869) (1,268,656)      Short-term             credit, net   (55,640)     65,500     (32,871)      9,922      43,146      Dividends      paid       (2,099,920) (1,200,000)          -           -  (1,600,000)      Distribution     of a dividend     to the     minority     interest in a     subsidiary ,     less minority     interest     transfers, net (3,928)          -      (3,928)          -           -       Interest paid(357,008)   (409,509)   (158,437)   (173,161)   (601,752)       Net cash used       in financing     activities (3,307,961) (2,951,222) (1,547,977) (1,004,133) (3,657,612)       Net increase        (decrease) in     cash and cash     equivalents(1,509,449)   (964,350)   (941,193)    (62,858)    470,298      Cash and cash         equivalents at     the beginning     of the      period      2,631,790   2,158,773   2,063,408   1,256,603   2,158,773      Effect of     (17,572)     (5,943)    (17,446)     (5,265)      2,719     fluctuations     in the rate of     exchange on     cash balances       Cash and cash         equivalents at     the end of the     period      1,104,769   1,188,480   1,104,769   1,188,480   2,631,790  


Appendix to Condensed Interim Statements of Cash Flows

                   For the nine-month       For the three-month     For the year            period ended September    period ended September   ended December                          30                   30                    31                                                                                          2007        2006        2007         2006        2006                 (Unaudited) (Unaudited) (Unaudited)  (Unaudited)  (Audited)                     NIS         NIS         NIS         NIS          NIS                  thousands   thousands   thousands    thousands   thousands       Appendix of     non-cash     activities       Purchase of     property,     plant and     equipment,     and     intangible     assets         109,444     149,958     109,444      149,958     141,518       Sale of     property,     plant and     equipment     on credit       55,079      43,749      55,079       43,749     161,800    


          Media Relations Contact:       Mr. Yotam Yakir         Bezeq      Phone: +972-3-626-2600      Email: yyakir@bezeq.com      Investor Relations Contact:          Mr. Naftali Sternlicht     Bezeq     Phone: +972-2-539-5441     Email: ir@bezeq.com  


Source: Bezeq

Media Relations Contact: Mr. Yotam Yakir, Bezeq, Phone: +972-3-626-2600, Email: yyakir@bezeq.com; Investor Relations Contact: Mr. Naftali Sternlicht, Bezeq, Phone: +972-2-539-5441, Email: ir@bezeq.com


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