|Bid||615.20 x 22400|
|Ask||616.60 x 47500|
|Day's Range||614.90 - 631.10|
|52 Week Range||6.02 - 934.00|
|Beta (5Y Monthly)||0.99|
|PE Ratio (TTM)||455.70|
|Earnings Date||Aug 29, 2019|
|Forward Dividend & Yield||N/A (N/A)|
|Ex-Dividend Date||Jun 15, 2016|
|1y Target Est||115.36|
TEL AVIV, Israel, Aug. 26, 2020 (GLOBE NEWSWIRE) -- B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM) (“BCOM” or the “Company”), a holding company with a controlling interest in Israel’s largest telecommunications provider, Bezeq, The Israel Telecommunication Corporation Limited (“Bezeq”) (TASE: BEZQ), announced today its intention to voluntarily delist its ordinary shares from the NASDAQ Global Select Market (“NASDAQ”). Following the effectiveness of that delisting, the Company furthermore intends to deregister, and terminate its reporting obligations, with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended with respect to its ordinary shares. The required documentation for the delisting is expected to be filed with the SEC on or about September 8, 2020, while the filing for the deregistration and termination of reporting is expected to follow on or about September 21, 2020.The delisting, deregistration and termination of reporting will not impact shareholders’ ownership of their ordinary shares, and such ordinary shares will continue to be listed and traded on the Tel Aviv Stock Exchange (the “TASE”) under the trading symbol “BCOM”. BCOM will furthermore continue to report in an ongoing manner to the Israel Securities Authority and the TASE.The NASDAQ delisting and SEC deregistration/ termination of reporting will reduce the Company’s administrative costs and will eliminate the time and distractions of the management team associated with SEC reporting requirements. It will also enable the Company to increase its focus on the Company’s Israel-centered investor base.BCOM’s board of directors decided to delist, deregister and terminate BCOM’s reporting obligations in the United States with respect to, its ordinary shares after careful consideration of the advantages and disadvantages of being a NASDAQ-listed, SEC reporting company. The board determined that the benefits of maintaining the Company’s U.S. listing and its status as a U.S. reporting company no longer outweigh the management time, cost and other burdens associated with such status. The board considered many factors in making that decision, including: * the costs and significant management time associated with the preparation and filing of periodic reports with the SEC and the burdens associated with complying with laws applicable to U.S. reporting companies, such as the Sarbanes-Oxley Act of 2002; * the low trading volume and minimal liquidity in BCOM’s ordinary shares on NASDAQ, which accounts for only a small fraction of the overall, worldwide trading volume in the ordinary shares; and * the strong trading market that enables investor activity in the ordinary shares on the TASE (where trading volumes average approximately 266,000 per trading day (during 2020, to date), almost 18 times the average daily trading volume on NASDAQ).BCOM intends to file a Form 25 with the SEC on or about September 8, 2020 to voluntarily delist the ordinary shares from NASDAQ. Assuming that filing becomes effective ten days later, BCOM will then terminate the registration of its ordinary shares and its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by filing a Form 15 on or about September 21, 2020. After the filing of the Form 15, BCOM will no longer be required to file Annual Reports on Form 20-F or ongoing Reports of Foreign Private Issuer on Form 6-K. The Exchange Act deregistration will be effective 90 days after the filing of the Form 15.Despite the NASDAQ delisting and Exchange Act deregistration, the ordinary shares will continue to be listed on the TASE, and the Company will continue to report to the TASE and the Israel Securities Authority, as it has done until now. While the Company’s primary financial reports (quarterly and annual) will continue to be available in English on the Company’s website, most of the Company’s reports filed in Israel will not be available in English following the NASDAQ delisting and Exchange Act deregistration.Shareholders may consult their financial advisors, the Company (by using the below contact information), or the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, regarding any questions related to their holding ordinary shares in the Company following the NASDAQ delisting and Exchange Act deregistration.About B Communications Ltd.B Communications is a holding company with a controlling interest in Israel’s largest telecommunications provider, Bezeq. B Communications is controlled by Searchlight II BZQ L.P (60.18%) and T.N.R Investments Ltd (11.39%). Our controlling shareholders have extensive telecom experience and financial strength, representing significant business and management added value for the Bezeq Group. The Searchlight group has proven and successful experience in global investments in communications companies as well as upgrading processes such as infrastructure and technology.For more information please visit the following internet sites:www.bcommunications.co.il www.ir.bezeq.co.il www.searchlightcap.comCautionary Note Re: Forward-Looking Statements:This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical fact. Forward-looking statements herein include those statements regarding BCOM’s ability to execute its operating plan and future financial performance and any other statements that are not statements of historical fact. These statements may be identified, without limitation, by the use of forward-looking terminology such as “anticipates”, “expects,” “will” or comparable terms or the negative thereof. Such statements are based on management’s current estimates, assumptions that management believes to be reasonable, and currently available competitive, financial, and economic data as of the date hereof. Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of BCOM and not all of which are known to BCOM, including, without limitation, BCOM’s ability to realize anticipated cost savings from its delisting and deregistration, its ability to timely and effectively implement its delisting and deregistration, adverse effects on share price and liquidity following BCOM’s deregistration, as well as more general business and financial risks such as those risk factors described from time to time in BCOM’s reports filed with or furnished to the SEC and TASE. Investors should keep in mind that BCOM’s financial results in any particular period may not be indicative of future results. BCOM is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law. CONTACT: For further information, please contact: Yuval Snir - IR Manager Yuval@bcomm.co.il / Tel: +972-3-6796100
TEL-AVIV, Israel , Aug. 19, 2020 (GLOBE NEWSWIRE) -- B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM) (“BCOM” or the “Company”), a holding company with a controlling interest in Israel’s largest telecommunications provider, Bezeq, The Israel Telecommunication Corporation Limited (“Bezeq”) (TASE: BEZQ), today reported its financial results for the second quarter of 2020. Comments of Tomer Raved, CEO of B Communications:“While the novel coronavirus pandemic (“COVID-19) continues to impact Israel and the global populations, our group is working to help consumers, businesses and communities in these uncertain times by maintaining and improving our leading telecom infrastructure, as well as by providing important services and support to the entire market. We continue to implement our strategy and vision for the Israeli telecom market while positioning the group for long term success,” Mr. Raved noted. “We are proud of our second quarter results, which reflect gradual improvements across our entire group. We welcome Mr. Gil Sharon, Bezeq’s incoming Chairman, to the group, and we are happy to be taking part in the upcoming revolution in Israel’s communication infrastructure, primarily around 5G and fiber optics,” he concluded.COVID-19 UpdateTelecommunications companies as a whole belong to the infrastructure sector, which is an essential sector that requires and enables almost complete operational activity during a crisis. The availability and consumption of telecommunications services is essential and remains intact in such an event. Therefore, Bezeq’s exposure to risks related to the COVID-19 crisis is relatively limited and low relative to companies in other sectors. In addition, although the COVID-19 crisis has global implications, the telecommunications sector to which Bezeq belongs is essentially local, based on local infrastructure and provides services mainly to the Israeli consumer market.As of June 30, 2020, and as of the date of approval of our report for the second quarter of 2020, there was primarily a decrease in revenues from Pelephone’s roaming services, as well as some decrease in revenues from the business sector in all of the Bezeq group companies. The overall impact of the COVID-19 pandemic on the financial and business position of the group companies was mixed, as the growth in Bezeq’s operations along with the measures taken by the group’s companies counteracting the effects of the pandemic and offsetting most of the decrease in revenues from Pelephone’s roaming services.The Company estimates that the group’s financial robustness, cash-generating capacity, high cash balances, strong debt structure and its ready access to the capital markets and credit providers will enable it to adequately deal with the effects of the pandemic and its possible continuation or worsening beyond the group’s assumptions.Litigations UpdateSettlement of Israeli Derivative ActionOn March 30, 2020, the Company entered into a settlement agreement concerning a derivative action commenced in July 2016 that had been pending in Tel Aviv-Jaffa District Court (the “Horev Derivative Action”). The derivative claim had alleged that the Company had distributed an unlawful dividend of NIS 113 million, including approximately NIS 73 million to the Company’s former controlling shareholder, Internet Gold – Golden Lines Ltd. (“Internet Gold”). Under the settlement agreement, the Company will receive a total of New Israeli Shekels (“NIS”) 22 million (principal plus accrued interest) of the Company’s Series C Debentures currently held by Internet Gold, in return for a waiver of the derivative action against Internet Gold. The derivative plaintiff will be awarded a total amount of NIS 4.23 million for expenses, lawyers’ fees and reward (which amount will come out of the NIS 22 million amount being paid by Internet Gold). This funding and the closing of this case are expected to happen during the third quarter of 2020.On June 2, 2020, the Company and its former directors entered into a settlement agreement as part of the Horev Derivative Action, under which those directors will pay NIS 2.5 million (the “Directors’ Settlement Amount”) to the Company to settle all outstanding claims in that matter. In July 2020, after the final court approval, the settlement was completed and fully funded. The Company’s D&O insurance paid the Company the full Directors’ Settlement Amount and the Company paid the derivative plaintiff and its counsel a total amount of NIS 720 thousand.Settlement of U.S. Class ActionOn March 4, 2020, the Company announced that it entered into an agreement to settle the class action in the United States District Court for the Southern District of New York entitled Rex & Roberta Ling Living Trust v. B Communications Ltd., which had commenced in 2017. On August 10, 2020, the court granted final approval for the settlement and the allocation of the settlement proceeds. The Company paid $1.2 million, which was fully covered by its D&O insurance policy, and was released from any and all claims related to the class action by both the named plaintiffs as well as all members of the settlement class, with no admission of liability or any form of wrongdoing whatsoever.B Communications’ Unconsolidated Financial Liabilities and Liquidity June 30, June 30, June 30, December 31, 2019 2020 2020 2019 (In millions) NIS NIS US$ NIS Financial liabilities Series B debentures 237 - - - Series C debentures (1) 2,282 1,884 543 1,884 Series D debentures (1) - 58 17 58 Series E debentures - 101 30 100 Total financial liabilities 2,519 2,043 590 2,042 Liquidity Cash and short-term investments 663 254 74 459 Long term bank deposits - 161 47 - Pledged account (2) 43 39 11 39 Total liquidity 706 454 132 498 Net debt 1,813 1,589 458 1,544 1) Series C and D debentures balances on the Company’s statements of financial position as of June 30, 2020 include amortized discount of NIS 159 million ($46 million) (NIS 175 million as of December 31, 2019). 2) Pledged for the benefit of the holders of the Series C Debentures, Series D Debentures and Series E Debentures. Pursuant to the indentures for the Series C Debentures, Series D Debentures and Series E Debentures, the account is required to include sufficient funds to meet the next interest payment payable to the holders of these debentures. The funds are invested in long term bank deposits. B Communications Second Quarter Unconsolidated Financial Results Three months ended June 30, Year ended December 31, 2019 2020 2020 2019 (In millions) NIS NIS US$ NIS Financing income (expenses), net (24) (27) (8) 78 Operating expenses (5) (4) (1) (16) PPA amortization, net (10) 1 - (38) Impairment losses (819) (2) (1) (590) Interest in Bezeq’s net profit (loss) (165) 72 21 (287) Net profit (loss) (1,023) 40 11 (853) As of June 30, 2020, B Communications held approximately 26.34% of Bezeq’s outstanding shares. B Communications’ interest in Bezeq’s net profit for the Second quarter of 2020 totaled NIS 72 million ($21 million), compared to interest in Bezeq’s loss of NIS 165 million for the Second quarter of 2019.B Communications performed a full impairment test of its investment in Pelephone after Pelephone revenues from roaming services decreased as a result of the COVID-19. As a result, the Company recorded impairment losses of NIS 2 million ($1 million) in the second quarter of 2020.B Communications’ unconsolidated net financial expenses for the Second quarter of 2020 totaled NIS 27 million ($8 million) compared to NIS 24 million for the Second quarter of 2019. Net financial expenses for the Second quarter of 2020 included mainly NIS 19 million ($5 million) of accrued interest expenses.B Communications’ unconsolidated net profit for the Second quarter of 2020 was NIS 40 million ($11 million) compared to loss of NIS 1.02 billion for the Second quarter of 2019.B Communications Second Quarter Consolidated Financial ResultsB Communications’ consolidated revenues for the second quarter of 2020 totaled NIS 2.16 billion ($623 million), a 3.1% decrease from NIS 2.22 billion for the second quarter of 2019. The decrease in revenues was due to lower revenues in Pelephone, Bezeq International and Yes, partially offset by an increase in revenues in Bezeq Fixed-Line.B Communications’ consolidated operating profit for the second quarter of 2020 was NIS 505 million ($146 million), compared to an operating loss of NIS 536 million for the second quarter of 2019.B Communications’ consolidated net profit for the second quarter of 2020 totaled NIS 237 million ($68 million) compared to a consolidated loss of NIS 1.87 billion for the second quarter of 2019.B Communications’ net profit attributable to shareholders for the second quarter of 2020 was NIS 40 million ($12 million) compared to a loss of NIS 1.02 billion for the second quarter of 2019.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 (or the “Group”) for the quarter ended June 30, 2020. For a full discussion of Bezeq’s results for the quarter ended June 30, 2020, please refer to its website: http://ir.bezeq.co.il.Bezeq Group (consolidated) Q2-2019 Q2-2020 % change (NIS millions) Revenues 2,224 2,155 (3.1)% Operating profit (loss) (94) 512 Operating margin (4.2)% 23.8% Net profit (loss) (1,573) 270 EBITDA 384 977 154.4% EBITDA margin 17.3% 45.3% Adjusted EBITDA 831 872 4.9% Adjusted EBITDA margin 37.4% 40.5% 8.3% Diluted EPS(LPS) (NIS) (0.57) 0.10 Cash flow from operating activities 624 561 (10.1)% Payments for investments 525 351 (33.1)% Free cash flow 350 144 (58.9)% Total debt 11,334 9,472 (16.4)% Net debt 8,419 7,543 (10.4)% Adjusted EBITDA (trailing twelve months) 3,414 3,327 (2.5)% Net debt / TTM Adjusted EBITDA (end of period) 2.5 2.3 (8.0)% Revenues of the Bezeq Group in the second quarter of 2020 were NIS 2.16 billion ($623 million) compared to NIS 2.22 billion in the corresponding quarter of 2019, a decrease of 3.1%. The decrease in revenues was due to lower revenues in Pelephone, Bezeq International and Yes, partially offset by an increase in revenues in Bezeq Fixed-Line. Salary expenses of the Bezeq Group in the second quarter of 2020 were NIS 444 million ($128 million) compared to NIS 489 million in the same quarter of 2019, a decrease of 9.2%. The decrease in salary expenses was primarily due to a reduction in the number of employees in all key Group segments.Operating expenses in the second quarter of 2020 were NIS 753 million ($217 million), compared to NIS 814 million in the same quarter of 2019, a decrease of 7.5%. The decrease in operating expenses was due to a reduction in expenses in Bezeq International and Yes.Other operating income, net in the second quarter of 2020 amounted to NIS 19 million ($5 million), compared to NIS 414 million in the same quarter of 2019. The decrease in other operating income was due to the recognition of capital gains of NIS 403 million from the sale of the “Sakia” complex in the second quarter of 2019, which was not repeated in the corresponding quarter of 2020.Depreciation, amortization, and ongoing impairment expenses in the second quarter of 2020 were NIS 465 million ($134 million), compared to NIS 478 million in the same quarter of 2019, a decrease of 2.7%. The decrease in depreciation amortization and ongoing impairment expenses was due to a decrease in those expenses for Yes, Pelephone and Bezeq International, partially offset by an increase in those expenses for Bezeq Fixed-Line.Profitability metrics in the second quarter of 2020 were impacted by the absence of three extraordinary items that had affected the corresponding quarter of 2019: A write-off of the balance of the tax asset in respect of losses from Yes of NIS 1.17 billion, an impairment loss related to Pelephone assets of NIS 951 million, and capital gains of NIS 403 million for the sale of the “Sakia” complex.Operating profit in the second quarter of 2020 amounted to NIS 512 million ($148 million), compared to an operating loss of NIS 94 million in the corresponding quarter of 2019.EBITDA in the second quarter of 2020 amounted to NIS 977 million ($282 million), (EBITDA margin of 45.3%), compared to NIS 384 million (EBITDA margin of 17.3%) in the same quarter of 2019, an increase of 154.4%.Adjusted EBITDA of the Bezeq Group in the second quarter of 2020 was NIS 872 million ($251 million) (reflecting an adjusted EBITDA margin of 40.5%) compared to NIS 831 million (reflecting an adjusted EBITDA margin of 37.4%) in the same quarter of 2019, an increase of 4.9%.Financing expenses in the second quarter of 2020 were NIS 159 million ($46 million), compared to NIS 136 million in the corresponding quarter of 2019, an increase of 16.9%. The increase in financing expenses was due to an increase in financing expenses of Bezeq Fixed-Line primarily as a result of the early repayment of debt as well as actuarial adjustments in respect of provisions for employee benefits in the second quarter of 2020. The increase was partially offset by a decrease in interest expenses and linkage differentials due to changes in the Israeli CPI.Net profit in the second quarter of 2020 amounted to NIS 270 million ($78 million), compared to a loss of NIS 1.57 billion in the corresponding quarter of 2019. The increase in net profit was due the three extraordinary items that had affected the corresponding quarter of 2019 as mentioned above.Cash flow from operating activities in the second quarter of 2020 was NIS 561 million ($162 million), compared to NIS 624 million in the same quarter of 2019, a decrease of 10.1%. The decrease in cash flow from operating activities was primarily due to changes in working capital of Bezeq Fixed-line.Cash used for investment activities in the second quarter of 2020 amounted to NIS 351 million ($101 million), compared to NIS 525 million in the same quarter of 2019, a decrease of 33.1%. The decrease in cash used for investments was primarily due to a decrease in investments in Bezeq Fixed-Line due to the absence in the second quarter of 2020 of the payment of NIS 149 million for a betterment levy in connection with the sale of the “Sakia” complex, which occurred in the corresponding quarter of 2019. In addition, there was a decrease in investments in Yes due to the Group’s migration to IP broadcasting.Free cash flow in the second quarter of 2020 was NIS 144 million ($41 million), compared to NIS 350 million in the same quarter of 2019, a decrease of 58.9%. The decrease in free cash flow was due to the absence in the second quarter of 2020 of the receipt of net proceeds of NIS 174 million relating to the sale of the “Sakia” complex (consideration received less betterment levy paid), which occurred in the corresponding quarter of 2019. In addition, free cash flow was impacted by the aforementioned decrease in cash flow from operating activities.Net financial debt of the Group was NIS 7.54 billion ($2.2 billion), as of June 30, 2020 compared to NIS 8.42 billion as of June 30, 2019. As of June 30, 2020, the Group’s net financial debt to Adjusted EBITDA ratio was 2.3, compared to 2.5 as of June 30, 2019.Notes:Convenience translation to U.S DollarsUnless noted specifically otherwise, the dollar denominated figures were converted to US$ using a convenience translation based on the New Israeli Shekel (NIS)/US$ exchange rate of NIS 3.466 = US$ 1 as published by the Bank of Israel for June 30, 2020.Bezeq Group 2020 OutlookThe financial reports for the year 2019 and first quarter of 2020 did not include Bezeq’s outlook for the year 2020, due to the COVID-19 pandemic, the restrictions imposed in connection with it and the resulting uncertainty in the economy. Although the uncertainty in the economy remains high, Bezeq decided to publish its outlook for 2020 based on current information and based on a review of the Group’s performance thus far during the pandemic. Based on the information known to Bezeq today, the Group’s outlook for 2020 is as follows: * Adjusted net profit* attributable to shareholders - NIS 950 million * Adjusted EBITDA* - NIS 3.5 billion * CAPEX** - NIS 1.5 billionThe Bezeq Group’s forecasts in this section are forward-looking information, as defined under U.S. and Israeli securities laws and regulations. The forecasts are based on the Bezeq Group’s estimates, assumptions and expectations, and do not include the effects, if any, of the cancellation of the Bezeq Group’s structural separation and the merger involving its subsidiary companies and everything related thereto in 2020.The Bezeq Group’s forecasts are based, among other things, on its estimates regarding the structure of competition in the telecommunications market and regulation in the telecommunications sector, the economic outlook and accordingly, Bezeq’s ability to implement its plans in 2020. Actual results may differ from these estimates, taking note of changes that may occur to the foregoing, including changes to business conditions, and the effects of regulatory decisions, technology changes and developments in the structure of the telecommunications market, and so forth, or the realization of one or more of the risk factors listed in the Bezeq’s annual report for 2019. In addition, there is no certainty that the outlook will be fully or partially realized, among other things, due to the COVID-19 pandemic and the resulting uncertainty.Bezeq will report, as required, deviations of more/less than 10% of the amounts stated in the outlook.* Adjusted net profit and Adjusted EBITDA – after adjusting for other operating expenses/income, net and one-time losses/gains from impairment/increase in value of assets. Adjusted EBITDA and Adjusted Net Profit in 2019 were NIS 3.73 billion and NIS 950 million, respectively.** CAPEX - gross payments for investments in fixed and intangible assets. CAPEX in 2019 amounted to NIS 1.55 billion.Use of non-IFRS financial measuresBCOM’s management 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 used in this press release and in the accompanying supplemental information because management believes these measurements are useful for investors and financial institutions to analyze and compare companies on the basis of operating performance: * EBITDA - defined as net profit plus net interest expense, provision for income taxes, depreciation and amortization. * EBITDA trailing twelve months - defined as net profit plus income tax expenses, net financing expenses and depreciation, amortization and impairment during the last twelve months. * Adjusted EBITDA - defined as net profit plus income tax expenses, net financing expenses, depreciation, amortization and impairment, other operating expenses, net, and impairment losses. * Net debt - defined as long and short-term liabilities minus cash and cash equivalents and short-term investments. * Net debt to adjusted EBITDA ratio - defined as net debt divided by the trailing twelve months adjusted EBITDA. * Free Cash Flow - defined as cash from operating activities less cash for the purchase/sale of property, plant and equipment, and intangible assets, net and lease payments.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.Bezeq’s management 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 the net debt and net debt to EBITDA trailing twelve months ratios to analyze its financial capacity for further leverage and in analyzing the Bezeq Group’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 the Company’s consolidated financial statements prepared in accordance with IFRS.About B Communications Ltd. B Communications is a holding company with a controlling interest in Israel’s largest telecommunications provider, Bezeq. B Communications is controlled by Searchlight II BZQ L.P (60.18%) and T.N.R Investments Ltd (11.39%). Our controlling shareholders have extensive telecom experience and financial strength, representing significant business and management added value for the Bezeq Group. The Searchlight group has proven and successful experience in global investments in communications companies as well as upgrading processes such as infrastructure and technology.For more information please visit the following internet sites:www.bcommunications.co.il www.ir.bezeq.co.il www.searchlightcap.com Forward-Looking StatementsThis 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 B Communications’ 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 and 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. Shareholders 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, except as may be required by law.For further information, please contact:Yuval Snir - IR Manager Yuval@bcomm.co.il / Tel: +972-3-924-0000B Communications Ltd.Consolidated Statements of Financial Position as at (In millions) June 30, June 30, June 30, December 31, 2019 2020 2020 2019 NIS NIS US$ NIS (Unaudited) (Unaudited) (Unaudited) (Audited) Current Assets Cash and cash equivalents 1,441 749 216 814 Restricted cash - - - 39 Investments 2,181 1,434 413 1,241 Trade receivables 1,744 1,701 490 1,689 Other receivables 289 305 88 313 Assets held for sale - 46 14 43 Inventory 100 110 32 93 Total current assets 5,755 4,345 1,252 4,232 Non-Current Assets Trade and other receivables 535 454 131 477 Property, plant and equipment 6,105 6,073 1,752 6,032 Intangible assets 3,256 3,191 921 3,180 Deferred expenses and investments 503 554 160 366 Broadcasting rights 59 65 19 59 Rights of use assets 1,175 1,212 350 1,182 Deferred tax assets 12 37 10 59 Total non-current assets 11,645 11,586 3,343 11,355 Total assets 17,400 15,931 4,595 15,587 B Communications Ltd.Consolidated Statements of Financial Position as at (cont’d)(In millions) June 30, June 30, June 30, December 31, 2019 2020 2020 2019 NIS NIS US$ NIS (Unaudited) (Unaudited) (Unaudited) (Audited) Current Liabilities Bank loans and debentures 4,083 955 276 1,007 Leases rights liabilities 434 399 115 416 Trade and other payables 1,489 1,356 391 1,414 Current tax liabilities 27 52 15 11 Provisions 148 122 35 125 Employee benefits 443 486 140 654 Total current liabilities 6,624 3,370 972 3,627 Non-Current Liabilities Bank loans and debentures 9,709 10,394 2,999 10,412 Leases rights liabilities 1,022 1,017 293 969 Employee benefits 487 344 99 356 Other liabilities 163 175 50 139 Provisions 38 50 14 49 Deferred tax liabilities 123 241 70 237 Total non-current liabilities 11,542 12,221 3,525 12,162 Total liabilities 18,166 15,591 4,497 15,789 Equity (deficit) Attributable to shareholders of the Company (631) (88) (25) (187) Non-controlling interests (135) 428 123 (15) Total equity (deficit) (766) 340 98 (202) Total liabilities and equity (deficit) 17,400 15,931 4,595 15,587 B Communications Ltd.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, 2019 2020 2020 2019 2020 2020 2019 NIS NIS US$ NIS NIS US$ NIS (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) Revenues 4,480 4,342 1,253 2,223 2,155 622 8,929 Costs and expenses Depreciation and amortization 1,021 907 262 516 460 133 2,064 Salaries 985 925 267 489 446 129 1,937 General and operating expenses 1,632 1,550 447 818 755 218 3,276 Impairment losses 1,345 8 2 1,345 8 2 1,274 Other operating expenses (income) (409) (22) (6) (409) (19) (6) (188) 4,574 3,368 972 2,759 1,650 476 8,363 Operating profit (loss) (94) 974 281 (536) 505 146 566 Financing expenses, net 277 246 71 161 186 54 472 Profit (loss) after financing expenses, net (371) 728 210 (697) 319 92 94 Share of loss in equity-accounted investee 1 - - 1 - - 2 Profit (loss) before income tax (372) 728 210 (698) 319 92 92 Income tax expenses 1,277 184 53 1,180 82 24 1,473 Net profit (loss) for the period (1,649) 544 157 (1,878) 237 68 (1,381) Profit (loss) attributable to: Shareholders of the Company (977) 100 29 (1,021) 40 12 (853) Non-controlling interests (672) 444 128 (857) 197 56 (528) Net profit (loss) for the period (1,649) 544 157 (1,878) 237 68 (1,381) Profit (loss) per share Basic (26.77) 0.87 0.25 (27.38) 0.36 0.10 (19.76) Diluted (26.77) 0.87 0.25 (27.38) 0.36 0.10 (19.76) Reconciliation for NON-IFRS MeasuresEBITDAThe following is a reconciliation of the Bezeq Group’s net profit (loss) to EBITDA: Three-months period ended June 30, Trailing twelve months ended June 30, 2019 2020 2020 2019 2020 2020 (In millions) NIS NIS US$ NIS NIS US$ Net profit (loss) (1,573) 270 78 (2,794) 788 227 Tax expenses (income) 1,342 83 24 1,376 254 73 Share of loss in equity - accounted investee 1 - - 2 1 - Financing expenses, net 136 159 47 452 507 146 Depreciation and amortization 478 465 134 2,071 1,885 544 EBITDA 384 977 282 1,107 3,435 990 Other operating expenses (income), net (414) (19) (6) 88 196 57 Lease payments (90) (86) (25) (407) (406) (117) Impairment losses 951 - - 2,626 102 30 Adjusted EBITDA 831 872 251 3,414 3,327 960 Net DebtThe following table shows the calculation of the Bezeq Group’s net debt: As at June 30, 2019 2020 2020 (In millions) NIS NIS US$ Short term bank loans and debentures 1,625 955 276 Non-current bank loans and debentures 9,709 8,517 2,457 Cash and cash equivalents (971) (708) (204) Investments (1,944) (1,221) (352) Net debt 8,419 7,543 2,177 Net Debt to Trailing Twelve Months Adjusted EBITDA RatioThe following table shows the calculation of the Bezeq Group’s net debt to Adjusted EBITDA trailing twelve months ratio: As at June 30, 2019 2020 2020 (In millions) NIS NIS US$ Net debt 8,419 7,543 2,177 Trailing twelve months Adjusted EBITDA 3,414 3,327 960 Net debt to Adjusted EBITDA ratio 2.5 2.3 2.3 Reconciliation for NON-IFRS MeasuresFree Cash FlowThe following table shows the calculation of the Bezeq Group’s free cash flow: Three-month period ended June 30, 2019 2020 2020 (In millions) NIS NIS US$ Cash flow from operating activities 624 561 162 Purchase of property, plant and equipment (281) (238) (69) Investment in intangible assets and deferred expenses (95) (113) (33) Lease payments (90) (86) (25) Permit fee (149) - - Proceeds from the sale of property, plant and equipment 341 20 6 Free cash flow 350 144 41 B Communications’ Unconsolidated Statement of Financial position as at June 30, June 30, June 30, December 31, 2019 2020 2020 2019 (In millions) NIS NIS US$ NIS Current assets Cash and cash equivalents 469 41 12 413 Restricted cash - - - 39 Short-term investments 237 213 61 46 Other receivables 1 2 1 - Total current assets 707 256 74 498 Non-current assets Long term investments - 200 58 - Investment in an investee (*) 1,188 1,346 388 1,190 Total non-current assets 1,188 1,546 446 1,190 Total assets 1,895 1,802 520 1,688 Current liabilities Current maturities of debentures 2,457 - - - Other payables 69 14 4 14 Total current liabilities 2,526 14 4 14 Non-current liabilities Debentures - 1,876 541 1,861 Total liabilities 2,526 1,890 545 1,875 Total equity deficit (631) (88) (25) (187) Total liabilities and equity deficit 1,895 1,802 520 1,688 (*) Investment in Bezeq. Disclosure with Respect to the Company’s Requirements Under its Series C, D and E Debentures As of the reporting date, the Company holds approximately 26.34% of Bezeq’s outstanding shares, directly and through its subsidiary.Designated disclosure with respect to the Company’s projected cash flowsIn accordance with the “hybrid model disclosure requirements” promulgated by the Israeli Securities Authority that are applicable to the Company, the following is a report concerning the Company’s projected cash flows and a disclosure of the examination by the Company’s board of directors of the Company’s liquidity in accordance with regulations 10(b)(1)(d) and 10(b)(14) of the Israeli Securities Regulations (Immediate and Periodic Notices) 5730-1970.This model provides that in the event certain financial “warning signs” exist, and for as long as they exist, the Company will be subject to certain disclosure obligations towards the holders of its debentures.In examining the existence of warning signs as of June 30, 2020, the Company’s board of directors noted that the Company’s unconsolidated unaudited cash flow statement for the second quarter of 2020 reflects that the Company, as expected, had a continuing negative cash flow from operating activities of NIS 4 million. In addition, the Company’s unaudited statements of financial position as of June 30, 2020, reflect that the Company had an equity deficit of NIS 88 million.The Company’s board of directors reviewed the Company’s outstanding debt obligations, its existing and anticipated cash resources and needs that were included in the framework of the projected cash flow report for the periods from July 1, 2020 until December 31, 2020, from January 1, 2021 until December 31, 2021, and from January 1, 2022 until June 30, 2022 described below. The board of directors also examined the assumptions and projections that were included in the report and determined that such assumptions and projections are reasonable and appropriate.Based on the foregoing, the Company’s board of directors determined that the Company does not have a liquidity problem and that for the duration of the period covered by the projected cash flows statement, there is no reasonable doubt that the Company will not meet its existing and anticipated liabilities when due.The following is the projected cash flow for the Company and the assumptions upon which it is based:NIS millions For the period from July 1, 2020 until December 31, 2020 For the period from January 1, 2021 until December 31, 2021 For the period from January 1, 2022 until June 30, 2022 Opening balance: Bank deposits and marketable securities 413 373 293 Cash and cash equivalents 41 38 34 Total liquidity 454 411 327 Projected sources: Cash flows from investing activities Proceeds from maturity of bank deposits 40 80 40 Profits from investments in marketable securities and interest on bank deposits 2 3 2 Cash flows from investing activities 42 83 42 Projected uses: Cash flows used in operating activities: Operating expenses (6) (10) (4) Cash used in operating activities (6) (10) (4) Cash flows used in financing activities: Interest payments on debentures (39) (78) (39) Cash used in financing activities (39) (78) (39) Ending balance: Cash and cash equivalents 38 34 33 Bank deposits and marketable securities 373 293 253 Total liquidity 411 327 286 * The Company expects a 1% return on its investments in long-term deposits and marketable securities. * Annual interest payments on the Company’s traded debentures in an amount of NIS 78 million according to the debentures amortization table. * The Company has sufficient sources for the repayment of its liabilities, through cash balances, investments in bank deposits and marketable securities that can be redeemed in short term. * During July 2020, the Company received NIS 2.5 million from its D&O insurance as a result of the settlement agreement for the Horev derivative action (as detailed above), which was paid by its former directors. The Company paid the derivative plaintiff and its counsel NIS 720 thousand. * As a result of the settlement agreement for the Horev Derivative Action (mentioned above) the Company is expected to receive NIS 22 million of its Series C Debentures and will pay the derivative plaintiff and its lawyers fees and reward of NIS 4.23 million in cash during the third quarter of 2020.The board of directors has reviewed and approved the sources included in the disclosure of the projected cash flow after it found them to be reasonable with respect to the financial scope of each source and the timing for which such cash flows are expected to be received.The foregoing factors, as part of the disclosure of the forecasted cash flow, constitute forward-looking information. The Company’s sustainability and expectations, and the assumptions underlying the cash flow forecast are based on the data available to the Company as of the date of this report, and assuming its continued operations in the ordinary course of business. These assumptions and estimates also depend on external factors over which the Company has little or no influence. The actual results for the Company may differ materially from the above projections as a result of the uncertainty that currently prevails with respect to the global economy and the communications markets.
TEL-AVIV, Israel, May 21, 2020 -- B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM), a holding company with a controlling interest in Israel’s largest.