Internet Gold Reports its Financial Results for the Second Quarter of 2017

RAMAT GAN, Israel, August 31, 2017 /PRNewswire/ -- Internet Gold - Golden Lines Ltd. ("the Company") (NASDAQ Global Select Market and TASE: IGLD) today reported its financial results for the second quarter of 2017. Internet Gold holds the controlling interest in B Communications Ltd. (TASE and NASDAQ: BCOM), which in turn holds the controlling interest in Bezeq, The Israel Telecommunication Corporation Ltd. (TASE: BEZQ).

"We are very pleased with the results of both B Communications and Bezeq, which continues to generate a steady return. With full confidence in Bezeq dividend generating power, we will continue our efforts to improve both our debt and equity positions," said Doron Turgeman, CEO of Internet Gold.

ISA Investigation: The Company has been reporting the events concerning the investigation by the Israel Securities Authority ("ISA") relating to alleged improprieties surrounding the Yes-Bezeq deal. As reported, the investigation appears to focus on Bezeq's 2015 acquisition of the remaining ownership interest in its satellite TV unit, Yes, from its parent company Eurocom Communications. As previously reported the Company's Chairman and other senior officers at Yes were remanded to house arrest for a period of time and later barred from communicating on certain issues related to the investigation. In addition, following initial reports about the investigation, civil claims with motions to certify the claims as class action lawsuits were filed in Israel against the Company, Bezeq and others. The Company is currently evaluating the claims and its course of action.

Debt and Liquidity Balances

As of June 30, 2017, Internet Gold's unconsolidated liquidity balances comprised of cash and cash equivalents and short term investments totaled NIS 216 million ($62 million), its unconsolidated total debt was NIS 811 million ($232 million) and its unconsolidated net debt was NIS 595 million ($170 million).


    (In millions)             June 30, June 30,  June 30,   December 31,
                              -------- --------  --------   ------------

                                  2017      2017       2016            2016
                                  ----      ----       ----            ----

                                   NIS      US$       NIS            NIS
                                   ---      ---       ---            ---


    Series C debentures            261        75        386             389

    Series D debentures            550       157        554             551

    CPI forward                      -        -         6               6
                                   ---      ---       ---             ---

    Total debt                     811       232        946             946
                                   ---       ---        ---             ---


    Cash and cash equivalents       10         3        238              48

    Short-term investments         206        59        163             334
                                   ---       ---        ---             ---

    Total liquidity                216        62        401             382
                                   ---       ---        ---             ---


    Net debt                       595       170        545             564
                                   ===       ===        ===             ===

Internet Gold's Second Quarter Consolidated Financial Results

Internet Gold's consolidated revenues for the second quarter of 2017 totaled NIS 2.46 billion ($705 million), a 1.9% decrease compared to the NIS 2.51 billion reported in the second quarter of 2016. For both the current and the prior-year periods, Internet Gold's consolidated revenues consisted entirely of Bezeq's revenues.

Internet Gold's consolidated operating profit for the second quarter of 2017 totaled NIS 466 million ($134 million), a 9.7% decrease compared with NIS 516 million reported in the second quarter of 2016.

Internet Gold's consolidated net profit for the second quarter of 2017 totaled NIS 236 million ($68 million), a 6.3% decrease compared with NIS 252 million reported in the second quarter of 2016.

Internet Gold's net profit attributable to shareholders for the second quarter of 2017 totaled NIS 14 million ($4 million) compared with NIS 14 million for the second quarter of 2016.

Internet Gold's Second Quarter Unconsolidated Financial Results


    (In millions)                Three months ended
                                           June 30,     Year ended
                                                      December 31,
                                                      ------------

                            2017      2017       2016            2016
                            ----      ----       ----            ----

                             NIS      US$       NIS            NIS
                             ---      ---       ---            ---


    Financial expenses, net (14)      (4)      (11)           (44)

    Operating expenses       (1)        -       (1)            (5)

    Interest in BCOM's net
     profit (loss)            29         8         26           (153)
                             ---       ---        ---            ----

    Net profit (loss)         14         4         14           (202)
                             ---       ---        ---            ----

As of June 30, 2017, Internet Gold held approximately 65% of B Communications' outstanding shares. Accordingly, Internet Gold's interest in B Communications' net profit for the second quarter of 2017 totaled NIS 29 million ($8 million) compared with NIS 26 million in the second quarter of 2016.

Internet Gold's unconsolidated net financial expenses in the second quarter of 2017 totaled NIS 14 million ($4 million) compared with NIS 11 million in the second quarter of 2016. These expenses consist of NIS 13 million ($4 million) of interest and CPI linkage expenses related to the Company's publicly-traded debentures and of NIS 1 million ($300 thousands) of financial expenses generated by short term investments.

Internet Gold's unconsolidated net profit for the second quarter of 2017 totaled NIS 14 million ($4 million) compared with NIS 14 million for the second quarter of 2016.

The Bezeq Group Results (Consolidated)

To provide further insight into its results, the Company is providing the following summary of the consolidated financial report of the Bezeq Group for the second quarter ended June 30, 2017. For a full discussion of Bezeq's results for the second quarter ended June 30, 2017, please refer to its website: http://ir.bezeq.co.il.


            Bezeq Group (consolidated)                   Q2 2017                   Q2 2016          % change
                                                         -------                   -------          --------

                                                      (NIS millions)
                                                      -------------


    Revenues                                                       2,463                      2,511     (1.9%)

    Operating profit                                                 573                        616     (7.0%)

    Operating margin                                               23.3%                     24.5%

    Net profit                                                       358                        377     (5.0%)

    EBITDA                                                           997                      1,056     (5.6%)

    EBITDA margin                                                  40.5%                     42.1%

    Diluted EPS (NIS)                                               0.13                       0.14     (7.1%)

    Cash flow from operating
     activities                                                      875                        870       0.6%

    Payments for investments                                         406                        387       4.9%

    Free cash flow (1)                                               487                        539     (9.6%)

    Total debt                                                    11,519                     11,504       0.1%

    Net debt                                                       9,646                      9,254       4.2%

    EBITDA (trailing twelve
     months)                                                       3,972                      4,135     (3.9%)

    Net debt/EBITDA (end of
     period) (2)                                                    2.43                       2.24
    -----------------------                                         ----                       ----


    (1)Free cash flow is defined as cash flow from operating activities less net payments for
     investments.

    (2)EBITDA in this calculation refers to the trailing twelve months.

Revenues of the Bezeq Group in the second quarter of 2017 were NIS 2.46 billion ($705 million) compared to NIS 2.51 billion in the corresponding quarter of 2016, a decrease of 1.9%. The decrease was due to lower revenues at Bezeq Fixed-Line, Pelephone and Yes partially offset by an increase in revenues at Bezeq International.

Salary expenses of the Bezeq Group in the second quarter of 2017 were NIS 494 million ($139 million) compared to NIS 495 million in the corresponding quarter of 2016, a decrease of 0.2%.

Operating expenses of the Bezeq Group in the second quarter of 2017 were NIS 973 million ($278 million) compared to NIS 972 million in the corresponding quarter of 2016, an increase of 0.1%.

Other operating income, net of the Bezeq Group in the second quarter of 2017 amounted to NIS 1 million ($300 thousands) compared to NIS 12 million in the corresponding quarter of 2016. Other operating income, net was impacted due to timing differences in the sale of real estate at Bezeq Fixed-Line in the second quarter of 2017.

Depreciation and amortization expenses of the Bezeq Group in the second quarter of 2017 were NIS 424 million ($121 million) compared to NIS 440 million in the corresponding quarter of 2016, a decrease of 3.6%. The decrease was primarily due to a reduction in depreciation expenses at Bezeq Fixed-Line as well as a reduction in PPA amortization expenses recorded in connection with the increased ownership interest in Yes.

Operating profit of the Bezeq Group in the second quarter of 2017 was NIS 573 million ($164 million) compared to NIS 616 million in the corresponding quarter of 2016, a decrease of 7.0%.

Financing expenses, net of the Bezeq Group in the second quarter of 2017 amounted to NIS 102 million ($29 million) compared to NIS 105 million in the corresponding quarter of 2016, a decrease of 2.9%. The decrease in financing expenses was primarily due a decrease in the estimated second contingent consideration in relation to the acquisition of Yes of NIS 84 million ($24 million). This amount was partially offset by an update in the estimated fair value of advanced payments made by the Bezeq Group to Eurocom DBS of NIS 57 million ($16 million), increased financing expenses at Yes as well as financing expenses of NIS 13 million recognized in connection with the exchange of Yes debentures for Bezeq Fixed-Line debentures.

Tax expenses of the Bezeq Group in the second quarter of 2017 were NIS 111 million ($32 million) compared to NIS 133 million in the corresponding quarter of 2016, a decrease of 16.5%. The decrease was due a decrease in the Israeli corporate tax rates from 25% in 2016 to 24% in 2017.

Net profit of the Bezeq Group in the second quarter of 2017 was NIS 358 million ($102 million) compared to NIS 377 million in the corresponding quarter of 2016, a decrease of 5.0%.

EBITDA of the Bezeq Group in the second quarter of 2017 was NIS 997 million ($285 million) (EBITDA margin of 40.5%) compared to NIS 1.056 billion (EBITDA margin of 42.1%) in the corresponding quarter of 2016, a decrease of 5.6%.

Cash flow from operating activities of the Bezeq Group in the second quarter of 2017 was NIS 875 million ($250 million) compared to NIS 870 million in the corresponding quarter of 2016, an increase of 0.6%.

Payments for investments (Capex) of the Bezeq Group in the second quarter of 2017 was NIS 406 million ($116 million) compared to NIS 387 million in the corresponding quarter of 2016, an increase of 4.9%.

Free cash flow of the Bezeq Group in the second quarter of 2017 was NIS 487 million ($139 million) compared to NIS 539 million in the corresponding quarter of 2016, a decrease of 9.6%. The decrease was primarily due to a decrease in proceeds from the sale of real estate in the amount of NIS 38 million ($11 million).

Total debt of the Bezeq Group as of June 30, 2017 was NIS 11.5 billion ($3.3 billion) compared to NIS 11.5 billion as of June 30, 2016.

Net debt of the Bezeq Group was NIS 9.6 billion ($2.75 billion) as of June 30, 2017 compared to NIS 9.3 billion as of June 30, 2016.

Net debt to EBITDA (trailing twelve months) ratio of the Bezeq Group as of June 30, 2017, was 2.43, compared to 2.24 as of June 30, 2016.

Notes:

Convenience translation to U.S Dollars

Unless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the New Israeli Shekel (NIS)/US$ exchange rate of NIS 3.496 = US$ 1 as published by the Bank of Israel for June 30, 2017.

Use of non-IFRS financial measures

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

    --  EBITDA - defined as net profit plus income tax expenses, share of loss
        in equity accounted investee, net financing expenses and depreciation
        and amortization;
    --  EBITDA trailing twelve months - defined as net profit plus income tax
        expenses, share of loss in equity accounted investee, net financing
        expenses and depreciation and amortization during last twelve months;
    --  Net debt - defined as long and short term bank loans and debentures
        minus cash and cash equivalents and short term investments;
    --  Net debt to EBITDA ratio - defined as net debt divided by the trailing
        twelve months EBITDA;
    --  Free Cash Flow (FCF) - defined as cash from operating activities less
        cash used for the purchase/sale of property, plant and equipment, and
        intangible assets, net.

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

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

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

Management of Bezeq believes that free cash flow is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations. Free cash flow is a financial index which is not based on IFRS. Free cash flow is defined as cash from operating activities less cash for the purchase/sale of property, plant and equipment, and intangible assets, net.

Bezeq also uses net debt and the net debt to EBITDA trailing twelve months ratio to analyze its financial capacity for further leverage and in analyzing the company's business and financial condition. Net debt reflects long and short term liabilities minus cash and cash equivalents and investments.

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

About Internet Gold
Internet Gold is a telecommunications-oriented holding company which is a controlled subsidiary of Eurocom Communications Ltd. Internet Gold's primary holding is its controlling interest in B Communications Ltd. (TASE and Nasdaq: BCOM), which in turn holds the controlling interest in Bezeq, The Israel Telecommunication Corp., Israel's largest telecommunications provider (TASE: BEZQ). Internet Gold's shares are traded on NASDAQ and the TASE under the symbol IGLD. For more information, please visit the following Internet sites:

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

Forward-Looking Statements

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

For further information, please contact:

Idit Cohen - IR Manager
idit@igld.com / Tel: +972-3-924-0000

Investor relations contacts:

Hadas Friedman - Investor Relations
Hadas@km-ir.co.il / Tel: +972-3-516-7620


                                                                                    Internet Gold - Golden Lines Ltd.


    Condensed Consolidated Statements of Financial Position as at
    -------------------------------------------------------------


    (In millions)


                                                            June 30, June 30,  June 30,                     December 31,
                                                            -------- --------  --------                     ------------

                                                                2017      2017       2016                              2016
                                                                ----      ----       ----                              ----

                                                                 NIS      US$       NIS                              NIS
                                                                 ---      ---       ---                              ---

    Current assets

    Cash and cash equivalents                                  1,958       560      1,595                               810

    Restricted cash                                                -        -       658                                 -

    Investments                                                  503       144      1,747                             1,240

    Trade receivables, net                                     1,991       570      2,029                             2,000

    Other receivables                                            349       100        210                               217

    Related party                                                 56        16         29                                 -

    Inventory                                                    105        30        109                               106
                                                                 ---       ---        ---                               ---

    Total current assets                                       4,962     1,420      6,377                             4,373
                                                               -----     -----      -----                             -----


    Non-current assets

    Trade and other
     receivables                                                 507       146        647                               644

    Property, plant and
     equipment                                                 7,049     2,016      7,120                             7,072

    Intangible assets                                          6,314     1,806      6,859                             6,534

    Deferred expenses and
     investments                                                 448       128        636                               447

    Broadcasting rights                                          456       130        455                               432

    Investment in equity-
     accounted investee                                           12         3         21                                18

    Deferred tax assets                                        1,015       290      1,099                             1,007
                                                               -----       ---      -----                             -----

    Total non-current assets                                  15,801     4,519     16,837                            16,154
                                                              ------     -----     ------                            ------


    Total assets                                              20,763     5,939     23,214                            20,527
                                                              ======     =====     ======                            ======


                                                                                               Internet Gold - Golden Lines Ltd.


    Condensed Consolidated Statements of Financial Position as at
    -------------------------------------------------------------


    (In millions)


                                                                 June 30, June 30,  June 30,                           December 31,
                                                                 -------- --------  --------                           ------------

                                                                     2017      2017       2016                                    2016
                                                                     ----      ----       ----                                    ----

                                                                      NIS      US$       NIS                                    NIS
                                                                      ---      ---       ---                                    ---

    Current liabilities

    Bank loans and credit and
     debentures                                                     1,314       375      2,314                                   2,181

    Trade and other payables                                        1,634       467      1,627                                   1,661

    Related party                                                       -        -       208                                      32

    Current tax liabilities                                           119        34        698                                     138

    Provisions                                                         79        23         90                                      80

    Employee benefits                                                 318        91        370                                     315
                                                                      ---       ---        ---                                     ---

    Total current liabilities                                       3,464       990      5,307                                   4,407
                                                                    -----       ---      -----                                   -----


    Non-current liabilities

    Bank loans and debentures                                      13,437     3,843     13,511                                  12,241

    Employee benefits                                                 259        74        239                                     258

    Other liabilities                                                 251        72        252                                     244

    Provisions                                                         48        14         46                                      47

    Deferred tax liabilities                                          541       155        667                                     593
                                                                      ---       ---        ---                                     ---

    Total non-current
     liabilities                                                   14,536     4,158     14,715                                  13,383
                                                                   ------     -----     ------                                  ------


    Total liabilities                                              18,000     5,148     20,022                                  17,790
                                                                   ------     -----     ------                                  ------


    Equity

    Attributable to
     shareholders of the
     Company                                                          216        62        379                                     194

    Non-controlling interests                                       2,547       729      2,813                                   2,543
                                                                    -----       ---      -----                                   -----

    Total equity                                                    2,763       791      3,192                                   2,737
                                                                    -----       ---      -----                                   -----


    Total liabilities and
     equity                                                        20,763     5,939     23,214                                  20,527
                                                                   ======     =====     ======                                  ======


                                                                                       Internet Gold - Golden Lines Ltd.


    Condensed Consolidated Statements of Income for the
    ---------------------------------------------------


    (In millions, except per share data)


                                                                                                                            Year ended

                                            Six months period ended June 30,       Three months period ended June 30,     December 31,
                                            --------------------------------       ----------------------------------     ------------

                                                2017           2017           2016            2017            2017           2016           2016
                                                ----           ----           ----            ----            ----           ----           ----

                                                 NIS           US$           NIS            NIS            US$           NIS           NIS
                                                 ---           ---           ---            ---            ---           ---           ---


    Revenues                                   4,916          1,406          5,070           2,463             705          2,511         10,084
                                               -----          -----          -----           -----             ---          -----         ------


    Costs and expenses

    Depreciation and
     amortization                              1,053            302          1,083             525             150            538          2,161

    Salaries                                     998            285          1,008             494             141            494          2,017

    General and
     operating
     expenses                                  1,938            554          1,998             976             279            975          4,024

    Other operating expenses

      (income), net                                1              -           (7)              2               1           (12)            21
                                                 ---            ---           ---             ---             ---            ---            ---


                                               3,990          1,141          4,082           1,997             571          1,995          8,223
                                               -----          -----          -----           -----             ---          -----          -----


    Operating profit                             926            265            988             466             134            516          1,861


    Financing
     expenses, net                               288             82            361             143              41            154            975
                                                 ---            ---            ---             ---             ---            ---            ---


    Profit after financing

     expenses, net                               638            183            627             323              93            362            886


    Share of loss in

     equity-accounted
      investee                                     4              1              2               2               1              1              5
                                                 ---            ---            ---             ---             ---            ---            ---


    Profit before
     income tax                                  634            182            625             321              92            361            881


    Income tax
     expenses                                    174             50            230              85              24            109            442
                                                 ---            ---            ---             ---             ---            ---            ---


    Net profit for the
     period                                      460            132            395             236              68            252            439
                                                 ===            ===            ===             ===             ===            ===            ===


    Profit (loss) attributable to:

    Shareholders of
     the Company                                  24              7           (18)             14               4             14          (202)

    Non-controlling
     interests                                   436            125            413             222              64            238            641
                                                 ---            ---            ---             ---             ---            ---            ---


    Net Profit for the
     period                                      460            132            395             236              68            252            439
                                                 ===            ===            ===             ===             ===            ===            ===


    Earnings (loss) per share

    Basic                                       1.26           0.36         (0.93)           0.71            0.20           0.72        (10.52)
                                                ====           ====          =====            ====            ====           ====         ======

    Diluted                                     1.26           0.36         (0.93)           0.71            0.20           0.72        (10.52)
                                                ====           ====          =====            ====            ====           ====         ======


    Reconciliation for NON-IFRS Measures
    ------------------------------------


    EBITDA


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


    (In millions)                         Three month period ended June 30,    Trailing twelve months ended June 30,
                                          ---------------------------------    -------------------------------------

                                              2017           2017            2016            2017            2017        2016
                                              ----           ----            ----            ----            ----        ----

                                               NIS           US$            NIS            NIS            US$        NIS
                                               ---           ---            ---            ---            ---        ---


    Net profit                                 358            102             377           1,287             368       1,441

    Income tax
     expenses                                  111             32             133             533             152         579

    Share of loss
     in equity-
     accounted
     investee                                    2              1               1               7               2           6

    Financing
     expenses, net                             102             29             105             443             127         304

    Depreciation and
     amortization                              424            121             440           1,702             487       1,805
                                               ---            ---             ---           -----             ---       -----


    EBITDA                                     997            285           1,056           3,972           1,136       4,135
                                               ===            ===           =====           =====           =====       =====


    Net Debt


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


    (In millions)                             As at June 30,
                                              --------------

                                          2017       2017        2016
                                          ----       ----        ----

                                           NIS       US$        NIS
                                           ---       ---        ---


    Short term bank loans and
     credit and debentures                 958        274       1,958

    Non-current bank loans and
     debentures                         10,561      3,020       9,546

    Cash and cash equivalents          (1,854)     (530)    (1,338)

    Investments                           (19)       (5)      (912)
                                           ---        ---        ----


    Net debt                             9,646      2,759       9,254
                                         =====      =====       =====


    Net Debt to Trailing Twelve Months EBITDA Ratio


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


    (In millions)                        As at June 30,
                                         --------------

                                     2017       2017       2016
                                     ----       ----       ----

                                      NIS       US$       NIS
                                      ---       ---       ---


    Net debt                        9,646      2,759      9,254


    Trailing twelve months
     EBITDA                         3,972      1,136      4,135
                                    -----      -----      -----


    Net debt to EBITDA ratio         2.43       2.43       2.24
                                     ====       ====       ====


    Reconciliation for NON-IFRS Measures
    ------------------------------------


    Free Cash Flow


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


    (In millions)                       Three month period
                                            ended June 30,
                                       -------------------

                                      2017       2017       2016
                                      ----       ----       ----

                                       NIS       US$       NIS
                                       ---       ---       ---


    Cash flow from
     operating
     activities                        875        250        870

    Purchase of
     property, plant
     and equipment                   (303)      (87)     (317)

    Investment in
     intangible assets
     and deferred
     expenses                        (103)      (29)      (70)

    Proceeds from the
     sale of property,
     plant and
     equipment                          18          5         56
                                       ---        ---        ---


    Free cash flow                     487        139        539
                                       ===        ===        ===


    Loan to Value (LTV)


    The following table shows the calculation of IGLD's loan to
     value ratio:


    (In millions)                                   As at June 30,
                                                    --------------

                                                              2017
                                                              ----

                                                               NIS
                                                               ---


    IGLD's unconsolidated net debt                             595


    Market value of B Communications share
     held by IGLD                                            1,171
                                                             -----


    IGLD's LTV                                               50.8%
                                                              ====


    Net Asset Value (NAV)


    The following table shows the calculation of IGLD's net
     asset value:


    (In millions)                                As at June 30,
                                                 --------------

                                                           2017
                                                           ----

                                                            NIS
                                                            ---


    Market value of B Communications share
     held by IGLD                                         1,171


    IGLD's unconsolidated net debt                          595
                                                            ---


    IGLD's NAV                                              576
                                                            ===

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

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

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

In examining the existence of warning signs as of June 30, 2017, our board of directors noted that our consolidated financial statements (unaudited) as well as our separate internal (unpublished) unaudited financial information as of and for the three months period ended June 30, 2017 reflect that we had a continuing negative cash flow from operating activities of NIS 1 million in the second quarter of 2017.

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

Such continuing negative cash flow from operating activities results from the general operating expenses of the Company of NIS 1 million in the second quarter of 2017 and due to the fact that the Company, as a holding company, does not have any cash inflows from operating activities. Our main source of cash inflows is generated from dividends (classified as cash flow from investing activities) or debt issuances (classified as cash flow from financing activities). We did not have any such inflows in the second quarter of 2017.

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

Internet Gold's Unconsolidated Balance Sheet


    (In millions)           June 30, June 30,  June 30,   December 31,
                            -------- --------  --------   ------------

                                2017      2017       2016            2016
                                ----      ----       ----            ----

                                 NIS      US$       NIS            NIS
                                 ---      ---       ---            ---

    Current assets
    --------------

    Cash and cash
     equivalents                  10         3        238              48

    Short-term investments       206        59        163             334

    Other receivables              -        -         1               -
                                 ---      ---       ---             ---

    Total current assets         216        62        402             382


    Non-current assets
    ------------------

    Investment in an
     investee (*)                811       232        924             758
                                 ---       ---        ---             ---


    Total assets               1,027       294      1,326           1,140
                               =====       ===      =====           =====


    Current liabilities
    -------------------

    Current maturities of
     debentures                  130        37        130             130

    Other payables                13         4         22              21
                                 ---       ---        ---             ---

    Total current
     liabilities                 143        41        152             151


    Non-current liabilities
    -----------------------

    Debentures                   668       191        795             795
                                 ---       ---        ---             ---


    Total liabilities            811       232        947             946


    Total equity                 216        62        379             194
                                 ---       ---        ---             ---


    Total liabilities and
     equity                    1,027       294      1,326           1,140
                               =====       ===      =====           =====

((*)) Investment in B Communications.

Unconsolidated figures as of June 30, 2017:

    --  Unconsolidated Total equity represents 21% of unconsolidated total
        balance sheet.
    --  Unconsolidated LTV ratio is 50.8%.
    --  The ratio of cash and cash equivalents plus short-term investments plus
        dividend receivable from B Communication and market value of B
        Communications shares over the control permit (approximately 14.78% of B
        Communications outstanding shares) to unconsolidated current maturities
        of debentures is 3.37.
    --  Internet Gold's NAV is NIS 576 million.

View original content:http://www.prnewswire.com/news-releases/internet-gold-reports-its-financial-results-for-the-second-quarter-of-2017-300512325.html

SOURCE Internet Gold - Golden Lines Ltd.