2014

Cellcom Israel Announces Second Quarter 2013 Results Cellcom Israel presents an increase in service revenues and ARPU compared with the previous quarter despite the high level of competition in the cellular market

SECOND QUARTER 2013 HIGHLIGHTS (compared to second quarter of 2012):

- Free cash flow1 increased by 21.5% to NIS 345 million ($95 million)

- Total Revenues decreased 17.5% to NIS 1,236 million ($342 million)

- Service revenues decreased 14.6% to NIS 1,010 million ($279 million)

- EBITDA1 decreased 28.5% to NIS 339 million ($94 million)

- EBITDA margin 27.4%, down from 31.6%

- Operating income decreased 40.1% to NIS 169 million ($47 million)

- Net income decreased 44.6% to NIS 67 million ($19 million)

- Cellular subscriber base totaled approx. 3.151 million subscribers (at the end of June 2013)

NETANYA, Israel, Aug. 19, 2013 /PRNewswire/ -- Cellcom Israel Ltd. (NYSE: CEL TASE: CEL) ("Cellcom Israel" or the "Company" or the "Group"), announced today its financial results for the second quarter of 2013. Revenues for the second quarter of 2013 totaled NIS 1,236 million ($342 million); EBITDA for the second quarter of 2013 totaled NIS 339 million ($94 million), or 27.4% of total revenues for the quarter; and net income for the second quarter of 2013 totaled NIS 67 million ($19 million). Basic earnings per share for the second quarter of 2013 totaled NIS 0.67 ($0.19).

Commenting on the second quarter's results, Nir Sztern, the Company's Chief Executive Officer, said: "In this quarter, we see the results of the strategy we have taken since the merger, of offering a comprehensive communication solution which combines cellular, home landline telephony, international calls and internet into one product in one bill. The strategy of Cellcom Total packages has proven to strengthen loyalty and increase customer satisfaction. The focus on streamlining and process improvement continues to bear fruit and following the merger and compared with Q4/2011 results, the Company achieved savings at an annual rate of approximately NIS 660 million, out of which savings at an annual rate of approximately NIS 50 million were achieved in the second quarter of 2013.

Despite the intense competition in the cellular market, the Company succeeded to present an improvement in most parameters compared with the previous quarter, which may not continue in future quarters:

  • an increase of NIS 32 million in Cellcom Israel service revenues2
  • an increase of NIS 25 million in EBITDA
  • an increase of NIS 3.8 in ARPU
  • an increase of NIS 177 million in free cash flow.1

On market competition, Nir Sztern commented: "Although a significant slow down can be seen in the scope of net portability between the cellular companies, competition is still strong and price erosion continues, although at a lower level than before."

Yaacov Heen, Chief Financial Officer, commented: "In the second quarter of 2013 we saw an increase in service revenues compared with the previous quarter, which led to an increase in ARPU, as a result of a moderation in price erosion, a seasonal increase in roaming revenues and an increase in revenues from services not included in the basic packages.

In the second quarter of 2013 we generated free cash flow of NIS 345 million, a 21.5% increase compared with the second quarter of 2012. The increase in free cash flow is mainly due to the reduction in cellular handsets purchase, resulting from a significant decrease in the sale of such handsets, and due to the efficiency measures implemented during the past year.

Financing expenses in the second quarter of 2013 compared with the previous quarter increased by a lower rate than expected, due to a lower inflation rate than forecasted. Compared with the second quarter of 2012, financing expenses decreased significantly due to lower inflation in the second quarter this year compared with the second quarter of last year and due to the reduction in the Company's debt level by over NIS 700 million.

The Company continued to take measures to strengthen its balance sheet, as total equity increased from NIS 280 million at the end of the second quarter of 2012 to NIS 636 million at the end of the second quarter of 2013.

The Company's Board of Directors decided not to distribute a dividend for the second quarter of 2013, in order to further strengthen the Company's balance sheet. The Board of Directors will re-evaluate its decision as market conditions develop, and taking into consideration the Company's needs."

MAIN CONSOLIDATED FINANCIAL RESULTS:


Q2/2013

Q2/2012

%

Change

Q2/2013

Q2/2012


million NIS

million US$
 (convenience translation)

Total revenues

1,236

1,498

(17.5%)

341.6

414.0

Operating Income

169

282

(40.1%)

46.7

77.9

Net Income

67

121

(44.6%)

18.5

33.4

Free cash flow

345

284

21.5%

95.4

78.5

EBITDA 

339

474

(28.5%)

93.7

131.0

EBITDA, as percent of total revenues

27.4%

31.6%

(13.3%)










MAIN FINANCIAL DATA BY COMPANIES:


Cellcom Israel

without

Netvision

Netvision (*)

Consolidation

adjustments

(**)

 

Consolidated results

Q2/2013

million NIS

Total revenues

1,003

259

(26)

1,236

Service revenues

790

246

(26)

1,010

Equipment revenues

213

13

-

226

Operating Income

142

46

(19)

169

EBITDA 

271

68

-

339

EBITDA, as percent of total revenues

27.0%

26.3%


27.4%




(*)

Netvision Ltd. and its subsidiaries.





(**)

Include inter-company revenues between Cellcom Israel and Netvision, and amortization expenses attributable to the merger.


MAIN PERFORMANCE INDICATORS (data refers to cellular subscribers only):


Q2/2013

Q2/2012

Change

(%)

Cellular subscribers at the end of period (in thousands)

3,151

3,333

(5.5%)

Churn Rate for cellular subscribers (in %)

9.0%

8.1%

11.1%

Monthly cellular ARPU (in NIS)

79.7

90.3

(11.7%)

Average Monthly cellular MOU (in minutes)

468

375

24.8%

FINANCIAL REVIEW

Revenues for the second quarter of 2013 decreased 17.5% totaling NIS 1,236 million ($342 million), compared to NIS 1,498 million ($414 million) in the second quarter last year. The decrease in revenues is attributed mainly to a 14.6% decrease in service revenues, which totaled NIS 1,010 million ($279 million) in the second quarter of 2013 as compared to NIS 1,182 million ($327 million) in the second quarter of 2012. The decrease in revenues also resulted from a 28.5% decrease in equipment revenues, which totaled NIS 226 million ($62 million) in the second quarter of 2013 as compared to NIS 316 million ($87 million) in the second quarter of 2012. Netvision's contribution to revenues for the second quarter of 2013 totaled NIS 233 million ($64 million) (excluding inter-company revenues) compared to NIS 259 million ($72 million) in the second quarter of 2012.

The decrease in service revenues for the second quarter of 2013 resulted mainly from a decrease in cellular services revenues, due to the ongoing erosion in the price of these services as a result of the intensified competition in the cellular market. The decrease in service revenues also resulted from a decrease in revenues from roaming services, internet services and extended warranty services, which was partially offset by an increase in revenues from hosting operators on the Company's communications networks. Netvision's contribution to service revenues for the second quarter of 2013 totaled NIS 220 million ($61 million) (excluding inter-company revenues) compared to NIS 240 million ($66 million) in the second quarter of 2012. The decrease in Netvision's contribution to service revenues resulted mainly from a decrease in revenues from internet services and international calls services in the second quarter of 2013 compared with the second quarter of 2012.

The decrease in equipment revenues for the second quarter of 2013 resulted from an approximately 21% decrease in the number of cellular handsets sold during the second quarter of 2013 compared with the second quarter of 2012, as well as a decrease in the average cellular handset sale price in the second quarter of 2013 as compared to the second quarter of 2012. Netvision's contribution to equipment revenues for the second quarter of 2013 totaled NIS 13 million ($4 million), compared to NIS 19 million ($5 million) in the second quarter of 2012.

Cost of revenues for the second quarter of 2013 totaled NIS 749 million ($207 million), compared to NIS 838 million ($232 million) in the second quarter of 2012, a 10.6% decrease. This decrease resulted from a decrease in costs associated with the sale of cellular handsets, primarily as a result of a decrease in the number of cellular handsets sold during the second quarter of 2013 as compared with the second quarter of 2012. The decrease in cost of revenues also resulted from a decrease in the cost of content and value added services, as well as from the cancellation of royalty payments to the Ministry of Communications from January 1, 2013. These decreases were partially offset by an increase in interconnect expenses due to increased airtime usage.

Gross profit for the second quarter of 2013 decreased 26.2% to NIS 487 million ($135 million), compared to NIS 660 million ($182 million) in the second quarter of 2012. Gross profit margin for the second quarter of 2013 amounted to 39.4%, down from 44.1% in the second quarter of 2012.

Selling, Marketing, General and Administrative Expenses ("SG&A Expenses") for the second quarter of 2013 decreased 15.5% to NIS 322 million ($89 million), compared to NIS 381 million ($105 million) in the second quarter of 2012. This decrease is primarily the result of the efficiency measures implemented by the Company, which led to a decrease in payroll expenses, sales commissions and other expenses. The decrease in SG&A expenses also resulted from a decrease in depreciation and amortization expenses.

Operating income for the second quarter of 2013 decreased 40.1% to NIS 169 million ($47 million) from NIS 282 million ($78 million) in the second quarter of 2012.

EBITDA for the second quarter of 2013 decreased 28.5% totaling NIS 339 million ($94 million) compared to NIS 474 million ($131 million) in the second quarter of 2012. Netvision's contribution to the EBITDA for the second quarter of 2013 totaled NIS 68 million ($19 million), compared to NIS 75 million ($21 million) in the second quarter of 2012. EBITDA for the second quarter of 2013, as a percent of second quarter revenues, totaled 27.4%, down from 31.6% in the second quarter of 2012.

Financing expenses, net for the second quarter of 2013 decreased 33.3% and totaled NIS 78 million ($21 million), compared to NIS 117 million ($32 million) in the second quarter of 2012. The decrease resulted mainly from a decrease in interest expenses and Israeli Consumer Price Index (CPI) linkage expenses, associated with the Company's debentures, due to a lower inflation in the second quarter of 2013 compared with the second quarter of 2012, and due to a reduction in debt level by over NIS 700 million.

Net Income for the second quarter of 2013 totaled NIS 67 million ($19 million), compared to NIS 121 million ($33 million) in the second quarter of 2012, a 44.6% decrease. This decrease is primarily the result of the erosion in the price of cellular services during the past year, as well as the significant decrease in equipment revenues.

Basic earnings per share for the second quarter of 2013 totaled NIS 0.67 ($0.19), compared to NIS 1.22 ($0.34) in the second quarter last year.

OPERATING REVIEW (data refers to cellular subscribers only)

Cellular subscriber base – at the end of the second quarter of 2013 the Company had approximately 3.151 million cellular subscribers. During the second quarter of 2013 the Company's cellular subscriber base decreased by approximately 15,000 net cellular subscribers, all of them pre-paid subscribers.

Cellular Churn Rate for the second quarter 2013 totaled to 9.0%, compared to 8.1% in the second quarter of 2012. The cellular churn rate was primarily affected by the intensified competition in the cellular market, especially following the entry of the new operators to the cellular market during the second quarter of 2012.

Average monthly cellular Minutes of Use per subscriber ("MOU") for the second quarter 2013 totaled 468 minutes, compared to 375 minutes in the second quarter of 2012, an increase of 24.8%. The increase in MOU primarily resulted from subscribers' transition to marketing plans, which include unlimited air time minutes.

The monthly cellular Average Revenue per User ("ARPU") for the second quarter 2013 totaled NIS 79.7 ($22.0), compared to NIS 90.3 ($25.0) in the second quarter of 2012, a decrease of 11.7%. The decrease in ARPU resulted, among others, from the erosion in the price of cellular services during the past year, resulting from the intensified competition in the cellular market. Yet, this is the first time in about three years that we see an increase in ARPU compared with the previous quarter.

FINANCING AND INVESTMENT REVIEW

Cash Flow

Free cash flow for the second quarter of 2013, increased by 21.5% to NIS 345 million ($95 million), compared to NIS 284 million ($78 million) in the second quarter of 2012. The increase in free cash flow was mainly due to a decrease in payments to vendors, among others, for cellular handset purchases, as a result of the decrease in sales of such handsets, as well as a decrease in payments for acquisition of fixed assets. These decreases were partially offset by a decrease in proceeds from customers due to the decrease in revenues in the second quarter of 2013 compared with the second quarter of 2012, resulting from the intensified competition in the cellular market.

Total Equity

Total Equity as of June 30, 2013 amounted to NIS 636 million ($176 million), primarily consisting of accumulated undistributed retained earnings of the Company.

Investment in Fixed Assets and Intangible Assets

During the second quarter of 2013, the Company invested NIS 83 million ($23 million) in fixed assets and intangible assets (including, among others, rights of use of communication lines and investments in information systems and software), compared to NIS 110 million ($30 million) in the second quarter of 2012.

Dividend

On August 18, 2013, the Company's board of directors decided not to declare a cash dividend for the second quarter of 2013. In making its decision, the board of directors considered the Company's dividend policy and business status and determined, that given the intensified competition and substantial changes in pricing during the past year and their effect on the Company's results of operations, the Company should continue to strengthen the Company's balance sheet and not distribute a dividend this quarter. The board of directors will re-evaluate its decision in future quarters. No future dividend declaration is guaranteed and is subject to the Company's board of directors' sole discretion, as detailed in the Company's annual report for the year ended December 31, 2012 on Form 20-F, under "Item 8 - Financial Information – A. Consolidated Statements and Other Financial Information - Dividend Policy".

Debentures

For information regarding the Company's summary of financial liabilities and details regarding the Company's outstanding debentures as of June 30, 2013, see "Disclosure for Debenture Holders" section in this press release.

OTHER DEVELOPMENTS DURING THE SECOND QUARTER OF 2013 AND SUBSEQUENT TO THE END OF THE REPORTING PERIOD

Regulation

In August 2013, the Israeli Communication law was amended, also for the purpose of establishing a landline wholesale market, so as to authorize the Minister of Communications to give instructions and to set interconnect tariffs and usage of another operator's network and supervised services prices, based not only on cost (according to a calculation method determined by the Minister), plus reasonable profit, but also on the basis of one of the following: (1) payment for services provided by a licensee; (2) payment for a comparable service; or (3) comparison to such services or interconnect tariffs in other countries. In addition, the Minister of Communications was authorized to give instructions in relation to the separation between services provided to a licensee and services provided to a subscriber.

For additional details see the Company's most recent annual report on form 20-F for the year ended on December 31, 2012, filed on March 4, 2013 under "Item 3. Key Information – D. Risk Factors – Risks related to our business – "We operate in a heavily regulated industry, which can harm our results of operation. In recent years, regulation in Israel has materially adversely affected our results", "We face intense competition in all aspects of our business", and "- Risks related to our wholly owned subsidiary Netvision – changes in the regulatory environment could adversely affect Netvision's business", as well as under "Item 4. Information on the Company – B. Business Overview - Competition", "- Government Regulation – Tarriff Supervision" and under "NETVISION – ISP Business – Competition" and " NETVISION – Telephony Business – Competition".

Changes in Management

Chief Financial Officer - In June 2013, Mr. Yaacov Heen notified the Company of his resignation from office as the Company's chief financial officer, effective September 17, 2013, following the successful completion of the Cellcom Netvision operational merger and after 16 gratifying years with the Company in various positions. The Company's board of directors has nominated Mr. Shlomi Fruhling as the Company's chief financial officer, effective September 18, 2013.

Mr. Fruhling has served as a vice president of Discount Investment Company Ltd., or DIC, from 2012.  From 2008 to 2011 he served as VP Strategy and Finance of 013 Netvision Ltd. (presently the Company's subsidiary). From 2005 to 2008 Mr. Fruhling has served as head economist of DIC.  Mr. Fruhling holds a B.A. in economics and business administration from the Tel-Aviv Management College.

Chief Technology Officer - In July 2013, Mr. Eliezer (Lipa) Ogman notified the Company of his resignation from office as the Company's chief technology officer, after 13 years of successful and extensive tenure. In August 2013, the Company's board of directors has nominated Mr. Ron Shvili as the Company's chief technology officer, effective November 1, 2013. Mr. Shvili will resume the CTO's responsibilities, after a transition period, which will begin in September, 2013.

Mr. Shvili has been an Entrepreneur in the field of cyber since the beginning of 2013, when he retired from the Israeli Defense Forces, or IDF. From 1990 to 2012 Mr. Shvili held various key managerial and technological positions in the IDF and the Israeli Ministry of Defense, or MOD, including senior positions as the Head of Electronics and Electronic Warfare division in R&D (MAFAT) directorate of the MOD and Head of the technology center of an elite IDF unit, both at the rank of Colonel. Mr. Shvili holds B. Sc and M. Sc in Electrical engineering from Tel-Aviv University.

Organization of Employees

Following the previously reported primary organization of the Company's employees under a labor union, in July 2013 the Company received a notice from the Histadrut, an Israeli labor union, claiming the required minimum number of employees for the organization to be recognized as a representing labor union joined the Histadrut. The Company rejected the notice following an analysis which revealed that the minimal requirement was not met. In August 2013 the Company received another such notice and will examine it.

Debentures Rating

In June 2013, Standard & Poor's Maalot, or Maalot, updated the Company's rating from an "ilAA-/negative" to an "ilA+/stable" rating, in relation to the Company's debentures traded on the Tel Aviv Stock Exchange.

According to Maalot's report, the intensified competition and specifically the intense pricing competition in the cellular market following the entry of new competitors, as well as Maalot's expectation that the Company's net debt to EBITDA ratio shall increase in 2013 but shall demonstrate certain improvement in 2014, has led to Maalot's estimation of an increase in the Company's financial risk profile during 2012-2013 and the rating update. 

According to Maalot's report, the "stable" forecast reflects Maalot's estimation that the Company has sufficient financial flexibility in order to deal with additional expected changes in the market in the near term.

Following this update of rating, the annual interest rate that the Company shall pay for its series F and G debentures has been updated to 4.60% and 6.99%, respectively, beginning July 5, 2013. 

For additional details regarding the Company's public debentures and undertakings of the Company in relation to their rating included in the Company's shelf prospectus, see the Company's annual report on Form 20-F for the year ended December 31, 2012 filed on March 4, 2013, under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources – Debt Service – Shelf prospectus" and " – Public Debentures".

A security rating is not a recommendation to buy, sell or hold securities, it may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.

CONFERENCE CALL DETAILS

The Company will be hosting a conference call on Monday, August 19, 2013 at 9:00 am ET, 06:00 am PT, 14:00 GMT, 16:00 Israel time. On the call, management will review and discuss the results, and will be available to answer questions. To participate, please either access the live webcast on the Company's website, or call one of the following teleconferencing numbers below. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, please try the international dial-in number.

US Dial-in Number: 1 888 668 9141

UK Dial-in Number: 0 800 917 5108

Israel Dial-in Number: 03 918 0609

International Dial-in Number:  +972 3 918 0609

at: 09:00 am Eastern Time; 06:00 am Pacific Time; 14:00 UK Time; 16:00 Israel Time

To access the live webcast of the conference call, please access the investor relations section of Cellcom Israel's website: www.cellcom.co.il. After the call, a replay of the call will be available under the same investor relations section.

1 Please see "Use of Non-IFRS financial measures" section in this press release.
2 Excluding service revenues of Netvision Ltd. and its subsidiaries.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular provider; Cellcom Israel provides its approximately 3.151 million subscribers (as at June 30, 2013) with a broad range of value added services including cellular and landline telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers technical support, account information, direct to the door parcel delivery services, internet and fax services, dedicated centers for hearing impaired, etc. Cellcom Israel further provides through its wholly owned subsidiaries internet connectivity services and international calling services, as well as landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website www.cellcom.co.il

Forward-Looking Statements

The following information contains, or may be deemed to contain forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law, 1968). In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about the Company, may include projections of the Company's future financial results, its anticipated growth strategies and anticipated trends in its business. These statements are only predictions based on the Company's current expectations and projections about future events. There are important factors that could cause the Company's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause such differences include, but are not limited to: changes to the terms of the Company's license, new legislation or decisions by the regulator affecting the Company's operations, new competition and changes in the competitive environment, the outcome of legal proceedings to which the Company is a party, particularly class action lawsuits, the Company's ability to maintain or obtain permits to construct and operate cell sites, and other risks and uncertainties detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission, including under the caption "Risk Factors" in its Annual Report for the year ended December 31, 2012. 

Although the Company believes the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company assumes no duty to update any of these forward-looking statements after the date hereof to conform its prior statements to actual results or revised expectations, except as otherwise required by law.

The Company prepares its financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). 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 3.618 = US$ 1 as published by the Bank of Israel for June 30, 2013.

Use of non-IFRS financial measures

EBITDA is a non-IFRS measure and is defined as income before financing income (expenses), net; other income (expenses), net; income tax; depreciation and amortization and share based payments. This is an accepted measure in the communications industry. The Company presents this measure as an additional performance measure as the Company believes that it enables us to compare operating performance between periods and companies, net of any potential differences which may result from differences in capital structure, taxes, age of fixed assets and related depreciation expenses. EBITDA should not be considered in isolation, or as a substitute for operating income, any other performance measures, or cash flow data, which were prepared in accordance with Generally Accepted Accounting Principles as measures of profitability or liquidity. EBITDA does not take into account debt service requirements, or other commitments, including capital expenditures, and therefore, does not necessarily indicate the amounts that may be available for the Company's use. In addition, EBITDA may not be comparable to similarly titled measures reported by other companies, due to differences in the way these measures are calculated. See the reconciliation between the net income and the EBITDA presented at the end of this Press Release.

Free cash flow is a non-IFRS measure and is defined as the net cash provided by operating activities minus the net cash used in investing activities excluding short-term investment in tradable debentures and deposits and proceeds from sales of such debentures (including interest received in relation to such debentures) and deposits. See the reconciliation note in this Press Release.

Company Contact

Yaacov Heen

Chief Financial Officer

investors@cellcom.co.il

Tel: +972 52 998 9755

IR Contacts

Porat Saar

CCG Investor Relations Israel & US

cellcom@ccgisrael.com  

Tel: +1 646 233 2161


Financial Tables Follow




Cellcom Israel Ltd.

(An Israeli Corporation)


Condensed Consolidated Interim Statements of Financial Position








Convenience









translation









into US dollar





June 30,


June 30,


June 30,


December 31,



2012


2013


2013


2012



NIS millions


US$ millions


NIS millions










Assets









Cash and cash equivalents


736


1,185


328


1,414

Current investments, including derivatives


974


500


138


493

Trade receivables


1,922


1,837


508


1,856

Other receivables


93


96


26


67

Inventory


129


100


28


112










Total current assets


3,854


3,718


1,028


3,942










Trade and other receivables


1,355


999


276


1,219

Property, plant and equipment, net


2,120


1,969


544


2,077

Intangible assets, net


1,597


1,452


401


1,515

Deferred tax assets


56


28


8


34










Total non- current assets


5,128


4,448


1,229


4,845










Total assets


8,982


8,166


2,257


8,787



















Short term credit and current maturities of long 

  term loans and debentures


758


1,091


301


1,129

Trade payables and accrued expenses


835


657


182


827

Current tax liabilities


108


75


21


87

Provisions


157


177


49


175

Other payables, including derivatives


528


466


128


492

Dividend declared


130


-


-


-










Total current liabilities


2,516


2,466


681


2,710










Long-term loans from banks


15


10


3


10

Debentures


5,929


4,865


1,344


5,368

Provisions


21


20


6


21

Other long-term liabilities


44


13


4


21

Liability for employee rights upon retirement, net


15


16


4


12

Deferred tax liabilities


162


140


39


145










Total non- current liabilities


6,186


5,064


1,400


5,577










Total liabilities


8,702


7,530


2,081


8,287










Equity attributable to owners of the Company









Share capital


1


1


-


1

Cash flow hedge reserve


8


(16)


(4)


(12)

Retained earnings


270


648


179


509










Non-controlling interest


1


3


1


2










Total equity


280


636


176


500










Total liabilities and equity


8,982


8,166


2,257


8,787










 

Cellcom Israel Ltd.

(An Israeli Corporation)


Condensed Consolidated Interim Statements of Income








Convenience






Convenience









translation 






translation 









into US dollar






into US dollar





For the six
  months ended
  June 30,


For the six
months ended
  June 30,


For the three
months ended
  June 30,


For the three
months ended
  June 30,


For the
 year ended
December 31,



2012


2013


2013


2012


2013


2013


2012



NIS millions


US$millions


NIS millions


US$millions


NIS millions
















Revenues


3,083


2,494


689


1,498


1,236


342


5,938

Cost of revenues


(1,737)


(1,533)


(424)


(838)


(749)


(207)


(3,463)
















Gross profit


1,346


961


265


660


487


135


2,475
















Selling and marketing expenses


(456)


(356)


(98)


(220)


(175)


(48)


(865)

General and administrative expenses


(333)


(300)


(83)


(161)


(147)


(41)


(629)

Other income, net


-


3


1


3


4


1


4
















Operating profit


557


308


85


282


169


47


985
















Financing income


83


83


23


45


42


12


181

Financing expenses


(236)


(207)


(57)


(162)


(120)


(33)


(440)

Financing expenses, net


(153)


(124)


(34)


(117)


(78)


(21)


(259)
















Profit before taxes on income


404


184


51


165


91


26


726
















Taxes on income


(110)


(50)


(14)


(44)


(24)


(7)


(195)

Profit for the period


294


134


37


121


67


19


531

Attributable to:















Owners of the Company


294


133


37


121


66


19


530

Non-controlling interests


-


1


-


-


1


-


1

Profit for the period


294


134


37


121


67


19


531
















Earnings per share















Basic earnings per share (in NIS)


2.96


1.34


0.37


1.22


0.67


0.19


5.34
















Diluted earnings per share (in NIS)


2.96


1.33


0.37


1.22


0.66


0.18


5.33
















 

Cellcom Israel Ltd.

(An Israeli Corporation)


Condensed Consolidated Interim Statements of Cash Flows







Convenience






Convenience








translation






translation








into US dollar






into US dollar




For the six
 months ended
June 30,


For the six
months ended
  June 30,


For the three
 months ended
June 30,


For the three
months ended
  June 30,


For the
 year ended
December 31,







2012


2013


2013


2012


2013


2013


2012


NIS millions


US$ millions


NIS millions


US$millions


NIS millions















Cash flows from operating activities














Profit for the period

294


134


37


121


67


19


531

Adjustments for: 














Depreciation and amortization

389


342


95


193


171


47


765

Share based payment

3


6


2


2


3


1


7

Loss on sale of property, plant and 

 equipment

1


1


-


-


-


-


2

Gain on sale of shares in an associate

-


-


-


-


-


-


(6)

Income tax expense

110


50


14


44


24


7


195

Financing expenses, net

153


124


34


117


78


21


259

Other expenses (income)

1


(3)


(1)


-


(3)


(1)


2















Changes in operating assets and liabilities:














Change in inventory

38


11


3


31


18


5


52

Change in trade receivables (including 

 long-term amounts)

(34)


274


75


24


124


34


183

Change in other receivables (including 

 long-term amounts)

(42)


(48)


(13)


(24)


(28)


(8)


6

Changes in trade payables, accrued

 expenses and provisions

(89)


(103)


(28)


(20)


9


3


(89)

Change in other liabilities (including

 long-term amounts)

16


(7)


(2)


(3)


4


1


(92)

Proceeds from (payments for) 

 derivative hedging contracts, net

8


(6)


(2)


5


(5)


(1)


20

Income tax paid

(117)


(61)


(17)


(55)


(26)


(7)


(209)

Income tax received

15


6


2


8


6


1


15

Net cash from operating activities

746


720


199


443


442


122


1,641















Cash flows from investing activities














Acquisition of property, plant, and 

 equipment

(284)


(171)


(47)


(149)


(83)


(23)


(457)

Acquisition of intangible assets

(52)


(48)


(13)


(25)


(22)


(6)


(97)

Change in current investments, net

(672)


(10)


(3)


(51)


(6)


(1)


(212)

Proceeds from (payments for) other 

 derivative contracts, net

3


(5)


(1)


1


(2)


-


9

Proceeds from sale of property, plant

 and equipment

1


10


3


1


5


1


7

Interest received 

8


19


5


6


8


2


35

Loan to equity accounted investee

(1)


-


-


-


-


-


-

Proceeds from sale of shares in a

 consolidated company 

7


-


-


7


-


-


7

Dividend received

-


1


-


-


1


-


-

Net cash used in investing activities

(990)


(204)


(56)


(210)


(99)


(27)


(708)















 

Cellcom Israel Ltd.

(An Israeli Corporation)


Condensed Consolidated Interim Statements of Cash Flows (cont'd)







Convenience






Convenience








translation






translation








into US dollar






into US dollar




For the six


For the six


For the three


For the three


For the

months ended

months ended

months ended

months ended

year ended


June 30,


June 30,


June 30,


June 30,


December 31,


2012


2013


2013


2012


2013


2013


2012


NIS millions


US$ millions


NIS millions


US$millions


NIS millions















Cash flows from financing activities














Payments for derivative contracts, net

(6)


(4)


(1)


(5)


(4)


(1)


(12)

Repayment of long term loans from 

(4)


-


-


(4)


-


-


(16)

 banks

Repayment of debentures

(479)


(561)


(155)


-


-


-


(660)

Proceeds from issuance of debentures, 

992


-


-


-


-


-


992

 net of issuance costs

Dividend paid

(261)


-


-


(72)


-


-


(391)

Interest paid

(182)


(180)


(50)


(1)


-


-


(352)















Net cash from (used in) financing

60


(745)


(206)


(82)


(4)


(1)


(439)

activities















Cash balance presented under assets

-


-


-


(3)


-


-


-

held for sale/ Cash outflow due to 

sale of assets held for sale















Changes in cash and cash equivalents

(184)


(229)


(63)


148


339


94


494





























Cash and cash equivalents as at the

920


1,414


391


588


846


234


920

 beginning of the period















Cash and cash equivalents as at the

736


1,185


328


736


1,185


328


1,414

 end of the period















 

Cellcom Israel Ltd

(An Israeli Corporation)


Reconciliation for Non-IFRS Measures


EBITDA


The following is a reconciliation of net income to EBITDA:



Three-month period ended

June 30,

Year ended

December 31,


2012

NIS millions

2013

NIS millions

Convenience

translation

into US dollar

2013

US$ millions

2012

NIS millions

Profit for the period

121

67

19

531

Taxes on income

44

24

7

195

Financing income

(45)

(42)

(12)

(181)

Financing expenses

162

120

33

440

Other expenses (income)

(3)

(4)

(1)

(4)

Depreciation and amortization

193

171

47

765

Share based payments

2

3

1

7

EBITDA

474

339

94

1,753




Free cash flow






The following table shows the calculation of free cash flow:












Three-month period ended

Year ended


June 30,

December 31,







2012

NIS millions

2013

NIS millions

Convenience

translation

into US dollar

2013

US$ millions 

2012

NIS millions











Cash flows from operating activities

443

442

122

1,641

Cash flows from investing activities

(210)

(99)

(27)

(708)

Short-term Investment in (sale of)





  tradable debentures and deposits(*)

51

2

-

197

Free cash flow

284

345

95

1,130











(*) Net of interest received in relation to tradable debentures

 

Cellcom Israel Ltd.

 (An Israeli Corporation)


Key financial and operating indicators (unaudited)


NIS millions unless otherwise stated

Q1-2012

Q2-2012

Q3-2012

Q4-2012

Q1-2013

Q2-2013

FY-2011

FY-2012










Cellcom service revenues

945

942

902

828

758

790

4,420

3,617

Netvision service revenues

258

258

276

260

254

246

365

1,052










Cellcom equipment revenues

382

297

285

310

256

213

1,712

1,274

Netvision equipment revenues

17

19

15

31

17

13

35

82










Consolidation adjustments

(17)

(18)

(30)

(22)

(27)

(26)

(26)

(87)

Total revenues

1,585

1,498

1,448

1,407

1,258

1,236

6,506

5,938










Cellcom EBITDA

410

399

355

306

251

271

2,084

1,470

Netvision EBITDA

65

75

75

68

63

68

83

283

Total EBITDA

475

474

430

374

314

339

2,167

1,753










Operating profit

275

282

239

189

139

169

1,422

985

Financing expenses, net

36

117

64

42

46

78

293

259

Profit for the period

173

121

124

113

67

67

825

531










Free cash flow

144

284

414

288

168

345

937

1,130










Cellular subscribers at the end of period (in 000's)

3,362

3,333

3,338

* 3,199

3,166

3,151

3,349

3,199

Monthly cellular ARPU (in NIS)

90.5

90.3

86.7

82.4

75.9

79.7

106

87.5

Average monthly cellular MOU (in minutes)

365

375

399

428

432

468

346

390

Churn rate for cellular subscribers (%)

6.3%

8.1%

8.6%

8.7%

9.4%

9.0%

25.1%

31.5%


* After removal of approximately 138,000 data applications subscribers (M2M) from the Company's cellular subscriber base.

 

Cellcom Israel Ltd.


Disclosure for debenture holders as of June 30, 2013


Aggregation of the information regarding the debenture series issued by the company (1), in million NIS


Series

Original

Issuance

Date

Principal

on the

Date of

Issuance

As of 30.06.2013

As of 18.08.2013

Interest

Rate(fixed)

Principal Repayment Dates (3)

Interest

Repayment

Dates

Linkage

Trustee

Contact Details

Principal

Balance

on Trade

Linked

Principal

Balance

Interest

Accumulated in

Books

Debenture

Balance

Value in

Books(2)

Market

Value

Principal

Balance

on Trade

Linked

Principal

Balance

From

To

B(4) **

22/12/05

02/01/06*

05/01/06*

10/01/06*

31/05/06*

925.102

740.081

881.967

22.540

904.507

977.796

740.081

891.573

5.30%

05.01.13

05.01.17

January 5

Linked to CPI

Hermetic Trust (1975) Ltd.

Meirav Ofer Oren. 113

Hayarkon St., Tel Aviv. Tel:

03-5274867.

D(7) **

07/10/07

03/02/08*

06/04/09*

30/03/11*

18/08/11*

2,423.075

2,423.075

2,817.396

145.822

2,963.218

2,471.731

1,938.460

2,278.465

5.19%

01.07.13

01.07.17

July 1

Linked to CPI

Hermetic Trust (1975) Ltd.

Meirav Ofer Oren. 113

Hayarkon St., Tel Aviv. Tel:

03-5274867.

E **

06/04/09

30/03/11*

18/08/11*

1,798.962

1,199.308

1,199.308

36.144

1,235.452

1,316.361

1,199.308

1,199.308

6.25%

05.01.12

05.01.17

January 5

Not linked

Hermetic Trust (1975) Ltd.

Meirav Ofer Oren. 113

Hayarkon St., Tel Aviv. Tel:

03-5274867.

F(4)(5) (6) **

20/03/12

714.802

714.802

730.280

15.318

745.598

811.586

714.802

738.234

4.60%

05.01.17

05.01.20

January 5

and July 5

Linked to CPI

Strauss Lazar Trust

Company (1992) Ltd

Ori Lazar

17 Yizhak Sadeh St., Tel

Aviv. Tel: 03- 6237777

G(4)(5)(6)

20/03/12

285.198

285.198

285.198

9.269

294.467

319.821

285.198

285.198

6.99%

05.01.17

05.01.19

January 5

and July 5

Not linked

Strauss Lazar Trust

Company (1992) Ltd

Ori Lazar

17 Yizhak Sadeh St., Tel

Aviv. Tel: 03- 6237777

Total


6,147.139

5,362.464

5,914.149

229.093

6,143.242

5,897.295

4,877.849

5,392.778








Comments:

(1) In the reported period, the company fulfilled all terms of the debentures. The company also fulfilled all terms of the Indentures. Debentures F and G financial covenants - as of June 30, 2013 the net leverage (net debt to EBITDA ratio- see definition in the Company's annual report for the year ended December 31, 2012 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Debt Service – Shelf prospectus") was 2.94. In the reported period, no cause for early repayment occurred. (2) Including interest accumulated in the books and excluding net balance of premium on debentures and deferred issuance expenses. (3) Annual payments, excluding series F and G debentures in which the payments are semi annual. (4) Regarding Debenture series B, F and G- the company undertook not to create any pledge on its assets, as long as debentures are not fully repaid, subject to certain exclusions. (5) Regarding Debenture series F and G - the company has the right for early redemption under certain terms (see the Company's annual report for the year ended December 31, 2012 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects– B. Liquidity and Capital Resources – Debt Service – Shelf prospectus").(6) Regarding Debenture series F and G - in June 2013, following a second decrease of the Company's debentures' rating since their issuance, the annual interest rate has been increased by 0.25% to 4.60% and 6.99%, respectively, beginning July 5, 2013. (7) On July 1, 2013, the Company repaid a principal payment of approximately NIS563 million (the ex-date of which was June 19, 2013).

(*) On these dates additional debentures of the series were issued, the information in the table refers to the full series.

(**) Series B, D, E and F are material, which represent 5% or more of the total liabilities of the Company, as presented in the financial statements.

 


Cellcom Israel Ltd.


Disclosure for debenture holders as of June 30, 2013 (cont.)


Debentures Rating Details*

Series

Rating Company

Rating as of

30.06.2013(1)

Rating as of

18.08.2013

Rating assigned

upon issuance

of the Series

Recent date of rating

as of 18.08.2013

Additional ratings between original issuance and the

recent date of rating as of 18.08.2013 (2)


Rating

B

S&P Maalot

A+

A+

AA-

06/2013

5/2006, 9/2007, 1/2008, 10/2008, 3/2009,

9/2010, 8/2011, 1/2012, 3/2012, 5/2012,

11/2012, 6/2013

AA-,

AA,AA-,A+ (2)

D

S&P Maalot

A+

A+

AA-

06/2013

1/2008, 10/2008, 3/2009, 9/2010, 8/2011,

1/2012, 3/2012, 5/2012,11/2012, 6/2013

AA-,

AA,AA-,A+ (2)

E

S&P Maalot

A+

A+

AA

06/2013

9/2010, 8/2011, 1/2012, 3/2012, 5/2012,

11/2012, 6/2013

AA,AA-,A+ (2)

F

S&P Maalot

A+

A+

AA

06/2013

5/2012,11/2012, 6/2013

AA,AA-,A+ (2)

G

S&P Maalot

A+

A+

AA

06/2013

5/2012,11/2012, 6/2013

AA,AA-,A+ (2)


(1)

In June 2013, S&P Maalot updated the Company's rating from an "ilAA-/negative" to an "ilA+/stable".



(2)

In September 2007, S&P Maalot issued a notice that the AA- rating for debentures issued by the Company was in the process of recheck with positive implications (Credit Watch Positive). In October 2008, S&P Maalot issued a notice that the AA- rating for debentures issued by the Company is in the process of recheck with stable implications (Credit Watch Stable). This process was withdrawn upon assignment of AA rating in March 2009. In August 2011, S&P Maalot issued a notice that the AA rating for debentures issued by the Company is in the process of recheck with negative implications (Credit Watch Negative). In May 2012, S&P Maalot updated the Company's rating from an "ilAA/negative" to an "ilAA-/negative". In November 2012, S&P Maalot affirmed the Company's rating of "ilAA-/negative". In June 2013, S&P Maalot updated the Company's rating from an "ilAA-/negative" to an "ilA+/stable". For details regarding the rating of the debentures see the S&P Maalot report dated June 20, 2013.



* A securities rating is not a recommendation to buy, sell or hold securities. Ratings may be subject to suspension, revision or withdrawal at any time, and each rating should be evaluated independently of any other rating.

 

Cellcom Israel Ltd.


Summary of Financial Undertakings (according to repayment dates) as of June 30, 2013


a.

Debentures issued to the public by the Company and held by the public, excluding such debentures held by the Company's parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company's "solo" financial data (in thousand NIS).

 


Principal payments

Gross interest

payments

(without

deduction of tax)

ILS linked

to CPI

ILS not

linked to

CPI

Euro

Dollar

Other

First year

741,174

290,603

-

-

-

306,173

Second year

741,174

290,603

-

-

-

250,552

Third year

741,174

290,603

-

-

-

193,693

Fourth year

811,859

347,292

-

-

-

136,834

Fifth year and on

1,168,865

226,757

-

-

-

107,968

Total

4,204,247

1,445,856

-

-

-

995,220

 

b.

Private debentures and other non-bank credit, excluding such debentures held by the Company's parent company, by a controlling shareholder, by companies controlled by them, or by companies controlled by the Company, based on the Company's "solo" financial data (in thousand NIS) – None

c.

Credit from banks in Israel based on the Company's "solo" financial data (in thousand NIS) - None

d.

Credit from banks abroad based on the Company's "solo" financial data (in thousand NIS) - None

e.

Total of sections a - d above, total credit from banks, non-bank credit and debentures based on the Company's "solo" financial data (in thousand NIS).

 


Principal payments

Gross interest

payments

(without

deduction of tax)

ILS linked

to CPI

ILS not

linked to

CPI

Euro

Dollar

Other

First year

741,174

290,603

-

-

-

306,173

Second year

741,174

290,603

-

-

-

250,552

Third year

741,174

290,603

-

-

-

193,693

Fourth year

811,859

347,292

-

-

-

136,834

Fifth year and on

1,168,865

226,757

-

-

-

107,968

Total

4,204,247

1,445,856

-

-

-

995,220

 

f.

Out of the balance sheet Credit exposure based on the Company's "solo" financial data -  None

g.

Out of the balance sheet Credit exposure of all the Company's consolidated companies, excluding companies that are reporting corporations and excluding the Company's data presented in section f above (in thousand NIS) - None

h.

Total balances of the credit from banks, non-bank credit and debentures of all the consolidated companies, excluding companies that are reporting corporations and excluding Company's data presented in sections a - d above (in thousand NIS).





Cellcom Israel Ltd.



Summary of Financial Undertakings (according to repayment dates) as of June 30, 2013 (cont.)

 


Principal payments

Gross interest

payments

(without

deduction of tax)

ILS linked

to CPI

ILS not

linked to

CPI

Euro

Dollar

Other

First year

-

7,747

-

-

-

944

Second year

-

5,000

-

-

-

449

Third year

-

5,000

-

-

-

149

Fourth year

-

-

-

-

-

-

Fifth year and on

-

-

-

-

-

-

Total

-

17,747

-

-

-

1,541

 

i.

Total balances of credit granted to the Company by the parent company or a controlling shareholder and balances of debentures offered by the Company held by the parent company or the controlling shareholder (in thousand NIS).

 


Principal payments

Gross interest

payments

(without

deduction of tax)

ILS linked

to CPI

ILS not

linked to

CPI

Euro

Dollar

Other

First year

-

12

-

-

-

3

Second year

-

12

-

-

-

2

Third year

-

12

-

-

-

1

Fourth year

-

12

-

-

-

1

Fifth year and on

-

-

-

-

-

-

Total

-

46

-

-

-

7

 

j.

Total balances of credit granted to the Company by companies held by the parent company or the controlling shareholder, which are not controlled by the Company, and balances of debentures offered by the Company held by companies held by the parent company or the controlling shareholder, which are not controlled by the Company (in thousand NIS).

 


Principal payments

Gross interest

payments

(without

deduction of tax)

ILS linked

to CPI

ILS not

linked to

CPI

Euro

Dollar

Other

First year

42,797

9,213

-

-

-

14,007

Second year

42,797

9,213

-

-

-

11,228

Third year

42,797

9,213

-

-

-

8,418

Fourth year

45,140

9,563

-

-

-

5,608

Fifth year and on

51,867

1,402

-

-

-

3,672

Total

225,397

38,604

-

-

-

42,934

 

Cellcom Israel Ltd.


Summary of Financial Undertakings (according to repayment dates) as of June 30, 2013 (cont.)


k.

Total balances of credit granted to the Company by consolidated companies and balances of debentures offered by the Company held by the consolidated companies (in thousand NIS) - None

 

SOURCE Cellcom Israel Ltd.



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