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

RAMAT GAN, Israel, Nov. 30, 2017 /PRNewswire/ -- Internet Gold - Golden Lines Ltd. ("the Company") (NASDAQ Global Select Market and TASE: IGLD) today reported its financial results for the third 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).

"During October 2017, we succeeded in extending the average duration of our outstanding debt by entering into various debenture exchange transactions and reduced the total payment due during 2018 to only NIS 144 million ($41 million). We are very pleased with the results of both B Communications and Bezeq and feel very comfortable with our debt and equity positions," said Doron Turgeman, CEO of Internet Gold.

Private placement of Series D Debentures: During October 2017, the Company conducted two private placements of approximately NIS 227 million par value of its Series D Debentures to certain institutional, "qualified" and private investors in Israel in exchange for approximately NIS 205 million par value of its outstanding Series C Debentures. Upon completion of the exchange offer, an aggregate principal amount of NIS 40.5 million par value of Series C Debentures and NIS 757.3 million par value of Series D Debentures remain outstanding.

Debt and Liquidity Balances

As of September 30, 2017, Internet Gold's unconsolidated liquidity balances comprised of cash and cash equivalents and short-term investments totaled NIS 197 million ($56 million), its unconsolidated total debt was NIS 798 million ($226 million) and its unconsolidated net debt was NIS 601 million ($170 million).



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

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

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


     Series
     C
     debentures                 257                 73                 384                 389

     Series
     D
     debentures                 541                153                 546                 551

     CPI
     forward                      -                 -                  6                   6

     Total
     debt                       798                226                 936                 946
                                ---                ---                 ---                 ---


     Cash
     and
     cash
     equivalents                 20                  6                  64                  48

     Short-
     term
     investments                177                 50                 313                 334

     Total
     liquidity                  197                 56                 377                 382
                                ---                ---                 ---                 ---


     Net
     debt                       601                170                 559                 564
                                ===                ===                 ===                 ===

Internet Gold's Third Quarter Consolidated Financial Results

Internet Gold's consolidated revenues for the third quarter of 2017 totaled NIS 2.42 billion ($683 million), a 3.8% decrease compared to the NIS 2.51 billion reported in the third 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 third quarter of 2017 totaled NIS 419 million ($118 million), a 14.0% decrease compared with NIS 487 million reported in the third quarter of 2016.

Internet Gold's consolidated net profit for the third quarter of 2017 totaled NIS 201 million ($57 million) compared with a net loss of NIS 41 million reported in the third quarter of 2016. The loss in the third quarter of 2016 was due to one-time refinancing expenses recorded by B Communications related to the early redemption of its 73/8% Senior Secured Notes ("Notes").

Internet Gold's net profit attributable to shareholders for the third quarter of 2017 totaled NIS 18 million ($5 million) compared with a net loss of NIS 180 million for the third quarter of 2016.

Internet Gold's Third Quarter Unconsolidated Financial Results


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

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

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


    Financial expenses,
     net                 (6)       (2)      (13)                      (44)

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

    Interest in BCOM's
     net profit (loss)    25          7      (166)                     (153)
                         ---        ---       ----                       ----

    Net profit (loss)     18          5      (180)                     (202)
                         ===        ===       ====                       ====

As of September 30, 2017, Internet Gold held approximately 65% of B Communications' outstanding shares. Accordingly, Internet Gold's interest in B Communications' net profit for the third quarter of 2017 totaled NIS 25 million ($7 million) compared with a net loss of NIS 166 million in the third quarter of 2016. The loss in the third quarter of 2016 was due to one-time refinancing expenses recorded by B Communications related to the early redemption of the Notes.

Internet Gold's unconsolidated net financial expenses in the third quarter of 2017 totaled NIS 6 million ($2 million) compared with NIS 13 million in the third quarter of 2016. These expenses consist of NIS 10 million ($3 million) of interest and CPI linkage expenses related to its publicly-traded debentures. These expenses were partially offset by financial income of NIS 4 million ($1 million) generated by short term investments.

Internet Gold's unconsolidated net profit for the third quarter of 2017 totaled NIS 18 million ($5 million) compared with a net loss of NIS 180 million for the third 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 third quarter ended September 30, 2017. For a full discussion of Bezeq's results for the third quarter ended September 30, 2017, please refer to its website: http://ir.bezeq.co.il.


    Bezeq Group (consolidated)                                                      Q3-2017                 Q3-2016          % change
                                                                                    -------                 -------        --------

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


    Revenues                                                                                          2,415          2,510             (3.8%)

    Operating profit                                                                                    544            599             (9.2%)

    Operating margin                                                                                  22.5%         23.9%

    Net profit                                                                                          322            394            (18.3%)

    EBITDA                                                                                              980          1,041             (5.9%)

    EBITDA margin                                                                                     40.6%         41.5%

    Diluted EPS (NIS)                                                                                  0.12           0.14            (14.3%)

    Cash flow from operating activities                                                                 982            902               8.9%

    Payments for investments                                                                            353            349               1.1%

    Free cash flow (1)                                                                                  677            577              17.3%

    Total debt                                                                                       11,533         11,246               2.6%

    Net debt                                                                                          8,968          9,400             (4.6%)

    EBITDA (trailing twelve months)                                                                   3,911          4,067             (3.8%)

    Net debt/EBITDA (end of period) (2)                                                                2.29           2.31
    -----------------------------------                                                                ----           ----


    (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 third quarter of 2017 were NIS 2.42 billion ($683 million) compared to NIS 2.51 billion in the corresponding quarter of 2016, a decrease of 3.8%. The decrease was due to lower revenues in all group segments.

Salary expenses of the Bezeq Group in the third quarter of 2017 were NIS 502 million ($142 million) compared to NIS 501 million in the corresponding quarter of 2016.

Operating expenses of the Bezeq Group in the third quarter of 2017 were NIS 956 million ($271 million) compared to NIS 994 million in the corresponding quarter of 2016, a decrease of 3.8%. The decrease in operating expenses was due to a reduction in the operating expenses of the various Group subsidiaries, which was influenced by the early adoption of accounting standard IFRS 15.

Other operating income, net of the Bezeq Group in the third quarter of 2017 amounted to NIS 23 million ($7 million) compared to NIS 26 million in the corresponding quarter of 2016. The decrease in other operating income was due to a NIS 11 million ($3 million) fine imposed by the Ministry of Communications as well as an increase in the provision for legal claims, partially offset by an increase in capital gains from the sale of real estate by Bezeq Fixed-Line.

Depreciation and amortization expenses of the Bezeq Group in the third quarter of 2017 were NIS 436 million ($124 million) compared to NIS 442 million in the corresponding quarter of 2016, a decrease of 1.4%. The decrease in depreciation expenses was due to a reduction in the amortization expenses related to the purchase price allocation recorded in connection with the increase in its ownership interest in Yes, partially offset by an increase in depreciation expenses in the cellular segment due to the early adoption of accounting standard IFRS 15.

Operating profit of the Bezeq Group in the third quarter of 2017 was NIS 544 million ($154 million) compared to NIS 599 million in the corresponding quarter of 2016, a decrease of 9.2%.

Financing expenses, net of the Bezeq Group in the third quarter of 2017 amounted to NIS 94 million ($27 million) compared to NIS 104 million in the corresponding quarter of 2016, a decrease of 9.6%. The decrease in financing expenses was primarily due lower expenses at Yes partially offset by an update in the estimated fair value of advanced payments made by the Bezeq Group to Eurocom DBS of NIS 13 million ($4 million).

Tax expenses of the Bezeq Group in the third quarter of 2017 were NIS 128 million ($36 million) compared to NIS 99 million in the corresponding quarter of 2016, an increase of 29.3%. The increase in tax expenses was due a decrease in tax expenses in the third quarter of 2016 as a result of tax adjustments in respect of prior years at Bezeq Fixed-Line.

Net profit of the Bezeq Group in the third quarter of 2017 was NIS 322 million ($91 million) compared to NIS 394 million in the corresponding quarter of 2016, a decrease of 18.3%. The decrease in net profit was due to the aforementioned reduction in revenues and increase in tax expenses.

EBITDA of the Bezeq Group in the third quarter of 2017 was NIS 980 million ($278 million) (EBITDA margin of 40.6%) compared to NIS 1.04 billion (EBITDA margin of 41.5%) in the corresponding quarter of 2016, a decrease of 5.9%.

Cash flow from operating activities of the Bezeq Group in the third quarter of 2017 was NIS 982 million ($278 million) compared to NIS 902 million in the corresponding quarter of 2016, an increase of 8.9%. The increase in cash flow from operating activities was due to changes in working capital.

Payments for investments (Capex) of the Bezeq Group in the third quarter of 2017 was NIS 353 million ($100 million) compared to NIS 349 million in the corresponding quarter of 2016.

Free cash flow of the Bezeq Group in the third quarter of 2017 was NIS 677 million ($192 million) compared to NIS 577 million in the corresponding quarter of 2016, an increase of 17.3%. The increase in free cash flow was due to the aforementioned increase in cash flow from operating activities as well as an increase in proceeds from the sale of real estate due to timing differences.

Total debt of the Bezeq Group as of September 30, 2017 was NIS 11.5 billion ($3.3 billion) compared to NIS 11.2 billion as of September 30, 2016.

Net debt of the Bezeq Group as of September 30, 2017 was NIS 9.0 billion ($2.54 billion) compared to NIS 9.4 billion as of September 30, 2016.

Net debt to EBITDA (trailing twelve months) ratio of the Bezeq Group as of September 30, 2017, was 2.29, compared to 2.31 as of September 30, 2016.

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 transaction and the transaction between YES and Space Communication Ltd. 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 then parent company, Eurocom DBS. Following initial reports concerning 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.

On November 6, 2017, the Securities Authority issued a press release indicating the conclusion of the Investigation and the transfer of the investigation file to the Tel Aviv District Attorney's Office (Taxation and Economics). The District Attorney's Office is authorized to decide on further action at their discretion.

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 3.529 = US$ 1 as published by the Bank of Israel for September 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
http://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)



                  September 30, September 30,  September 30,   December 31,
                  ------------- -------------  -------------   ------------

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

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

    Current
     assets

    Cash and
     cash
     equivalents          2,562            725           1,012             810

    Investments             562            159           1,483           1,240

    Trade
     receivables,
     net                  1,948            552           1,998           2,000

    Other
     receivables            294             83             228             217

    Related
     party                   43             13               -              -

    Inventory               101             29              96             106

    Total
     current
     assets               5,510          1,561           4,817           4,373
                          -----          -----           -----           -----


    Non-
     current
     assets

    Trade
     and
     other
     receivables            520            148             641             644

     Property,
     plant
     and
     equipment            6,974          1,976           7,042           7,072

     Intangible
     assets               6,102          1,729           6,724           6,534

    Deferred
     expenses
     and
     investments            557            158             483             465

     Broadcasting
     rights                 457            129             450             432

    Deferred
     tax
     assets               1,014            287           1,103           1,007

    Total
     non-
     current
     assets              15,624          4,427          16,443          16,154
                         ------          -----          ------          ------


    Total
     assets              21,134          5,988          21,260          20,527
                         ======          =====          ======          ======

Internet Gold - Golden Lines Ltd.

Condensed Consolidated Statements of Financial Position as at

(In millions)



                  September 30, September 30,  September 30,   December 31,
                  ------------- -------------  -------------   ------------

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

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

    Current
     liabilities

    Bank loans
     and
     credit
     and
     debentures             963            273           2,491           2,181

    Trade and
     other
     payables             1,833            519           1,611           1,661

    Related
     party                    -             -              6              32

    Dividend
     payable                522            148             490               -

    Current
     tax
     liabilities            125             35             223             138

    Provisions               94             27              87              80

    Employee
     benefits               251             71             280             315

    Total
     current
     liabilities          3,788          1,073           5,188           4,407
                          -----          -----           -----           -----


    Non-
     current
     liabilities

    Bank loans
     and
     debentures          13,800          3,909          12,226          12,241

    Employee
     benefits               260             74             237             258

    Other
     liabilities            292             83             257             244

    Provisions               48             14              47              47

    Deferred
     tax
     liabilities            516            146             645             593

    Total non-
     current
     liabilities         14,916          4,226          13,412          13,383
                         ------          -----          ------          ------


    Total
     liabilities         18,704          5,299          18,600          17,790
                         ------          -----          ------          ------


    Equity

     Attributable
     to
     shareholders
     of the
     Company                233             66             198             194

    Non-
     controlling
     interests            2,197            623           2,462           2,543

    Total
     equity               2,430            689           2,660           2,737
                          -----            ---           -----           -----


    Total
     liabilities
     and
     equity              21,134          5,988          21,260          20,527
                         ======          =====          ======          ======

Internet Gold - Golden Lines Ltd.

Condensed Consolidated Statements of Income for the

(In millions, except per share data)


                              Nine months period       Three months period
                             ended September 30,       ended September 30,   Year ended December 31,
                             -------------------      --------------------   -----------------------

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

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


    Revenues           7,331     2,077       7,580  2,415        683      2,510                     10,084
                       -----     -----       -----  -----        ---      -----                     ------


    Costs and expenses

    Depreciation and
     amortization      1,590       451       1,622    537        152        539                      2,161

    Salaries           1,500       425       1,509    502        142        501                      2,017

    General and
     operating
     expenses          2,897       821       2,995    959        272        997                      4,024

    Other operating
     expenses

      (income), net      (1)        -       (21)   (2)       (1)      (14)                        21
                         ---       ---        ---    ---        ---        ---                        ---


                       5,986     1,697       6,105  1,996        565      2,023                      8,223
                       -----     -----       -----  -----        ---      -----                      -----


    Operating profit   1,345       380       1,475    419        118        487                      1,861


    Financing
     expenses, net       407       115         816    119         33        455                        975
                         ---       ---         ---    ---        ---        ---                        ---


    Profit after
     financing

     expenses, net       938       265         659    300         85         32                        886


    Share of loss in

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


    Profit before
     income tax          934       264         655    300         85         30                        881


    Income tax
     expenses            273        77         301     99         28         71                        442
                         ---       ---         ---    ---        ---        ---                        ---


    Net profit (loss)
     for the period      661       187         354    201         57       (41)                       439
                         ===       ===         ===    ===        ===        ===                        ===


    Profit (loss)
     attributable to:

    Shareholders of
     the Company          42        12       (198)    18          5      (180)                     (202)

    Non-controlling
     interests           619       175         552    183         52        139                        641
                         ---       ---         ---    ---        ---        ---                        ---


    Net profit (loss)
     for the period      661       187         354    201         57       (41)                       439
                         ===       ===         ===    ===        ===        ===                        ===


    Earnings (loss)
     per share

    Basic               2.21      0.63     (10.37)  0.95       0.27     (9.43)                   (10.52)
                        ====      ====      ======   ====       ====      =====                     ======

    Diluted             2.21      0.63     (10.37)  0.95       0.27     (9.43)                   (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          Trailing twelve
                         ended September 30,             months ended
                                                        September 30,
                         -------------------          ---------------

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

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


    Net profit        322        91        394  1,215       344      1,428

    Income tax
     expenses         128        36         99    562       159        534

    Share of loss in
     equity-
     accounted
     investee           -        -         2      5         1          7

    Financing
     expenses, net     94        27        104    433       123        308

    Depreciation and
     amortization     436       124        442  1,696       481      1,790
                      ---       ---        ---  -----       ---      -----


    EBITDA            980       278      1,041  3,911     1,108      4,067
                      ===       ===      =====  =====     =====      =====

Net Debt

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


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

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

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


    Short term bank loans and
     credit and debentures                  555        157      2,135

    Non-current bank loans and
     debentures                          10,978      3,110      9,111

    Cash and cash equivalents           (2,471)     (700)     (938)

    Investments                            (94)      (27)     (908)
                                            ---        ---       ----


    Net debt                              8,968      2,540      9,400
                                          =====      =====      =====

Net Debt to Trailing Twelve Months EBITDA Ratio

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


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

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

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


    Net debt                        8,968      2,540      9,400


    Trailing twelve months
     EBITDA                         3,911      1,108      4,067
                                    -----      -----      -----


    Net debt to EBITDA ratio         2.29       2.29       2.31
                                     ====       ====       ====

Reconciliation for NON-IFRS Measures

Free Cash Flow

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


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

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

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


    Cash flow from operating
     activities                         982        278        902

    Purchase of property, plant
     and equipment                    (255)      (72)     (290)

    Investment in intangible
     assets and deferred
     expenses                          (98)      (28)      (59)

    Proceeds from the sale of
     property, plant and
     equipment                           48         14         24
                                        ---        ---        ---


    Free cash flow                      677        192        577
                                        ===        ===        ===

Loan to Value (LTV)

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


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

                                                                          2017
                                                                          ----

                                                                        NIS
                                                             ---


    IGLD's unconsolidated net debt                                         601


    Market value of B Communications
     shares held by IGLD                                                   976
                                                                           ---


    IGLD's LTV                                                           61.6%
                                                                          ====

Net Asset Value (NAV)

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


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

                                                                          2017
                                                                          ----

                                                                           NIS
                                                                           ---


    Market value of B Communications
     shares held by IGLD                                                   976


    IGLD's unconsolidated net debt                                         601
                                                                           ---


    IGLD's NAV                                                             375
                                                                           ===

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

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

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

In examining the existence of warning signs as of September 30, 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 September 30, 2017 reflect that we had a continuing negative cash flow from operating activities of NIS 1 million in the third 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 third 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 third 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)   September 30, September 30,  September 30,   December 31,
                 ------------- -------------  -------------   ------------

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

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

    Current
     assets

    Cash and
     cash
     equivalents            20              6              64              48

    Short-
     term
     investments           177             50             313             334
                           ---            ---             ---             ---

    Total
     current
     assets                197             56             377             382


    Non-
     current
     assets

     Investment
     in an
     investee
     (*)                   834            236             757             758
                           ---            ---             ---             ---


    Total
     assets              1,031            292           1,134           1,140
                         =====            ===           =====           =====


    Current
     liabilities

    Current
     maturities
     of
     debentures            183             51             130             130

    Other
     payables                2              1               9              21
                           ---            ---             ---             ---

    Total
     current
     liabilities           185             52             139             151


    Non-
     current
     liabilities

    Debentures             613            174             797             795
                           ---            ---             ---             ---


    Total
     liabilities           798            226             936             946


    Total
     equity                233             66             198             194
                           ---            ---             ---             ---


    Total
     liabilities
     and
     equity              1,031            292           1,134           1,140
                         =====            ===           =====           =====

((*)) Investment in B Communications.

Unconsolidated figures as of September 30, 2017:

    --  Unconsolidated total equity represents 22.6% of unconsolidated total
        balance sheet.
    --  Unconsolidated LTV ratio is 61.6%.
    --  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 2.27.
    --  Internet Gold's NAV is NIS 375 million.

View original content:http://www.prnewswire.com/news-releases/internet-gold-reports-its-financial-results-for-the-third-quarter-of-2017-300564281.html

SOURCE Internet Gold - Golden Lines Ltd.