FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
August 4, 2017
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 4250708
________________________________________________
(Address of principal executive
offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether the
registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If “Yes” is marked,
indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not Applicable
Index
|
1.
|
Cellcom Israel Announces Second Quarter 2017 Results
|
|
2.
|
Cellcom Israel Ltd. and Subsidiaries – Condensed Consolidated Interim Financial Statements As
at June 30, 2017 (Unaudited)
|
Item 1
Cellcom
Israel announces
second
Quarter 2017 Results
------------------------
Cellcom
Israel concludes the second quarter of 2017 with net income of NIS 45 million and EBITDA
1
of NIS 237 million.
Nir
Sztern, Cellcom CEO said: “Again in this quarter we maintained the high subscription rates: Cellcom tv with an addition
of approximately 13,000 households that chose the best television in Israel and the internet infrastructure field with an addition
of 16,000 households. We continue to strengthen our position as the significant recruiters in these markets."
"The
results of the second quarter of 2017 reflect an improvement in financial parameters compared with the previous quarter, in a
period of intense competition."
----
Second
Quarter 2017 Highlights
(compared to second quarter of 2016):
|
§
|
Total Revenues
totaled NIS 962 million
($275 million) compared to NIS 1,029 million ($294 million) in the second quarter last year, a decrease of 6.5%
|
|
§
|
Service revenues
totaled NIS 731
million ($209 million) compared to NIS 782 million ($224 million) in the second quarter last year, a decrease of 6.5%
|
|
§
|
Operating income
totaled NIS 102
million ($29 million) compared to NIS 104 million ($30 million) in the second quarter last year, a decrease of 1.9%
|
|
§
|
Net income
totaled NIS 45 million
($13 million) compared to NIS 44 million ($13 million) in the second quarter last year, an increase of 2.3%
|
|
§
|
Net income margin
4.7%, an increase
from 4.3% in the second quarter last year
|
|
§
|
EBITDA
1
totaled NIS 237 million ($68 million) compared to NIS 238 million ($68
million) in the second quarter last year, a decrease of 0.4%
|
1
Please see "Use of Non-IFRS financial measures" section in this press release.
|
§
|
EBITDA margin
24.6%, an increase
from 23.1% in the second quarter last year
|
|
§
|
Net cash from operating activities
totaled
NIS 278 million ($80 million) compared to NIS 204 million ($58 million) in the second quarter last year, an increase of 36.3%
|
|
§
|
Free cash flow
1
totaled NIS 77 million ($22 million) compared to NIS 103 million ($29 million)
in the second quarter last year, a decrease of 25.2%
|
|
§
|
Cellular subscriber base
totaled
approximately 2.779 million subscribers (at the end of June 2017)
|
Nir Sztern, the Company's Chief Executive
Officer, referred to the results of the second quarter of 2017:
"The results of the second quarter
of 2017 reflect an improvement in the financial parameters compared to the previous quarter, in a period of intense competition.
In the current quarter, net income increased to NIS 45 million, compared with NIS 26 million in the previous quarter, and revenues
were stable and amounting to NIS 962 million, compared to NIS 959 million in the previous quarter. In addition, in the current
quarter, EBITDA amounted to NIS 237 million, compared to NIS 201 million in the previous quarter.
Again in this quarter we continued to present
rapid growth in the fixed-line worlds that solidify our position as a communications group. The net increase in television households
was approximately 13,000 and the net increase in wholesale market households was approximately 16,000. The addition of content
from the prestigious HBO content provider to the Cellcom tv service and the launching of the Quattro package in the previous quarter,
were received by our customers as significant value proposals, solidifying their choice of us and reinforcing our strategy."
Shlomi Fruhling, Chief Financial Officer,
said:
“The second quarter of 2017 was characterized
by continued growth in the fixed-line segment and continued competition in the cellular field. The network sharing agreement with
Golan came into force as of the beginning of the second quarter of 2017. According to the terms of the agreement, part of the
consideration is recognized as revenues and part is recognized as a reduction of operation costs. In addition, revenues from the
agreement are now divided between the cellular and fixed-line segments.
Service revenues from the cellular segment
decreased by 5.5% compared to the previous quarter. The decrease resulted from the implementation of the network sharing agreement
with Golan and was partly offset by an increase in revenues from customers mainly as a result of seasonality. Excluding the effect
of the classification of the consideration according to the network sharing agreement with Golan on the cellular segment revenues,
the cellular ARPU increased by NIS 0.8 compared to the previous quarter. The service revenues in the fixed-line segment increased
by 4.7% compared to the previous quarter. This increase resulted mainly from revenues from fixed-line communications services
provided under the network sharing agreement with Golan, as well as increase in revenues from internet and TV services. The EBITDA
of the fixed-line segment increased by 88.1% compared to the previous quarter. The increase resulted from increase in the segment
revenues, the recognition of a gain of approximately NIS 10 million from the sale of the Group's holdings in Internet Rimon Israel
2009 Ltd and from decrease in the operating expenses of the segment.
Free cash flow for the second quarter of
2017 totaled NIS 77 million, a 16.7% increase compared to the previous quarter. The increase in free cash flow resulted from higher
receipts from customers which was partly offset by higher capital expenditures in fixed assets and intangible assets in the current
quarter.
The Company’s Board of Directors decided
not to distribute a dividend for the second quarter of 2017, given the continued intensified competition in the market and its
effect on the Company's operating results and 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."
Netanya, Israel – August 4, 2017
– 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 2017.
The Company reported that revenues for the
second quarter of 2017 totaled NIS 962 million ($275 million); EBITDA for the second quarter of 2017 totaled NIS 237 million ($68
million), or 24.6% of total revenues; net income for the second quarter of 2017 totaled NIS 45 million ($13 million). Basic earnings
per share for the second quarter of 2017 totaled NIS 0.45 ($0.13).
Main
Consolidated
Financial Results:
|
Q2/2017
|
Q2/2016
|
Change%
|
Q2/2017
|
Q2/2016
|
|
NIS million
|
US$ million
(convenience translation)
|
Total revenues
|
962
|
1,029
|
(6.5%)
|
275
|
294
|
Operating Income
|
102
|
104
|
(1.9%)
|
29
|
30
|
Net Income
|
45
|
44
|
2.3%
|
13
|
13
|
Free cash flow
|
77
|
103
|
(25.2%)
|
22
|
29
|
EBITDA
|
237
|
238
|
(0.4%)
|
68
|
68
|
EBITDA, as percent of total revenues
|
24.6%
|
23.1%
|
6.5%
|
|
|
Main Financial Data
by Operating Segments:
|
Cellular (*)
|
Fixed-line (**)
|
Consolidation adjustments
(***)
|
Consolidated results
|
NIS million
|
Q2'17
|
Q2'16
|
Change
%
|
Q2'17
|
Q2'16
|
Change
%
|
Q2'17
|
Q2'16
|
Q2'17
|
Q2'16
|
Change
%
|
Total revenues
|
673
|
784
|
(14.2%)
|
331
|
294
|
12.6%
|
(42)
|
(49)
|
962
|
1,029
|
(6.5%)
|
Service revenues
|
481
|
567
|
(15.2%)
|
292
|
264
|
10.6%
|
(42)
|
(49)
|
731
|
782
|
(6.5%)
|
Equipment revenues
|
192
|
217
|
(11.5%)
|
39
|
30
|
30.0%
|
-
|
-
|
231
|
247
|
(6.5%)
|
EBITDA
|
158
|
181
|
(12.7%)
|
79
|
57
|
38.6%
|
-
|
-
|
237
|
238
|
(0.4%)
|
EBITDA, as percent of total revenues
|
23.5%
|
23.1%
|
1.7%
|
23.9%
|
19.4%
|
23.2%
|
|
|
24.6%
|
23.1%
|
6.5%
|
(*)
|
The segment includes the cellular communications services, end user cellular equipment and supplemental
services.
|
(**)
|
The segment includes landline telephony services, internet infrastructure and connectivity services,
television services, end user fixed-line equipment and supplemental services.
|
(***)
|
Include cancellation of inter-segment revenues between
"Cellular" and "Fixed-line" segments.
|
Financial
Review (second quarter of 2017 compared to second quarter of 2016):
Revenues
for the second quarter of
2017 decreased 6.5% totaling NIS 962 million ($275 million), compared to NIS 1,029 million ($294 million) in the second quarter
last year. The decrease in revenues is attributed to a 6.5% decrease in service revenues and a 6.5% decrease in equipment revenues.
Service revenues
totaled NIS 731
million ($209 million) in the second quarter of 2017, a 6.5% decrease from NIS 782 million ($224 million) in the second quarter
last year.
Service revenues in the cellular segment
totaled NIS 481 million ($138 million) in the second quarter of 2017, a 15.2% decrease from NIS 567 million ($162 million) in the
second quarter last year. This decrease resulted from the gap between the national roaming services revenues in the second quarter
of 2016 and the revenues for rights of use in cellular networks according to the network sharing agreement with Golan which came
into force as the beginning of the second quarter of 2017 and from a decrease in cellular service revenues. The decrease in cellular
services revenues resulted from the ongoing erosion in the prices of these services and churn of customers as a result of the competition
in the cellular market.
Service revenues in the fixed-line segment
totaled NIS 292 million ($84 million) in the second quarter of 2017, a 10.6% increase from NIS 264 million ($76 million) in the
second quarter last year. This increase resulted mainly from fixed-line communications services provided according to the network
sharing agreement with Golan which came into force as the beginning of the second quarter of 2017 as well as increase in revenues
from internet and TV services.
Equipment revenues
totaled NIS 231
million ($66 million) in the second quarter of 2017, a 6.5% decrease compared to NIS 247 million ($71 million) in the second quarter
last year. This decrease resulted mainly from a decrease in the amount of end user equipment sold in the cellular segment. This
decrease was partially offset by an increase in equipment sales in the fixed-line segment.
Cost of revenues
for the second quarter
of 2017 totaled NIS 665 million ($190 million), compared to NIS 666 million ($191 million) in the second quarter of 2016, a 0.2%
decrease. This decrease resulted mainly from Golan's participation in operating costs according to the network sharing agreement
which came into force as of the beginning of the second quarter of 2017. The decrease was partially offset by an increase in costs
of TV services content and in costs related to internet services in the fixed-line segment.
Gross profit
for the second quarter
of 2017 decreased 18.2% to NIS 297 million ($85 million), compared to NIS 363 million ($104 million) in the second quarter of 2016.
Gross profit margin for the second quarter of 2017 amounted to 30.9%, down from 35.3% in the second quarter of 2016.
Selling, Marketing, General and Administrative
Expenses
("SG&A Expenses") for the second quarter of 2017 decreased 15.5% to NIS 207 million ($59 million), compared
to NIS 245 million ($70 million) in the second quarter of 2016. This decrease is primarily a result of a decrease in salaries and
commissions expenses due to capitalization of part of the customer acquisition costs as a result of early adoption of a new International
Financial Reporting Standard (IFRS 15) since the first quarter of 2017. The effect of the adoption of the standard on the second
quarter of 2017 expenses is in a total amount of NIS 20 million ($6 million). In addition, the decrease in expenses resulted from
the Company's continuous efforts to reduce ongoing operating expenses.
Other income
for the second quarter
of 2017 totaled NIS 12 million ($3 million), compared with other expenses of NIS 14 million ($4 million) in the second quarter
of 2016. Other income for the second quarter of 2017 mainly include a gain from the sale of Internet Rimon Israel 2009 Ltd., an
indirect subsidiary of the Company, in the amount of approximately NIS 10 million ($3 million), compared to an expense for employee
voluntary retirement plan in the amount of approximately NIS 13 million ($4 million) in the second quarter of 2016.
Operating income
for the second quarter
of 2017 decreased by 1.9% to NIS 102 million ($29 million) from NIS 104 million ($30 million) in the second quarter of 2016.
EBITDA
for the second quarter of
2017 decreased by 0.4% totaling NIS 237 million ($68 million) compared to NIS 238 million ($68 million) in the second quarter of
2016. EBITDA as a percent of revenues for the second quarter of 2017 totaled 24.6%, up from 23.1% in the second quarter of 2016.
Cellular segment EBITDA for the second
quarter of 2017 totaled NIS 158 million ($45 million), compared to NIS 181 million ($52 million) in the second quarter last
year, a decrease of 12.7%, which resulted mainly from the gap between national roaming services revenues in the second
quarter of 2016 and the revenues for rights of use in cellular networks according to the network sharing agreement with Golan
which came into force as the beginning of the second quarter of 2017 and from the ongoing erosion in the service revenues.
The decrease was partially offset by a decrease in selling and marketing expenses due to the capitalization of part of the
customer acquisition costs as a result of early adoption of a new International Financial Reporting Standard (IFRS15) since
the first quarter of 2017. Fixed-line segment EBITDA for the second quarter of 2017 totaled NIS 79 million ($23 million),
compared to NIS 57 million ($16 million) in the second quarter last year, a 38.6% increase, mainly as a result of a decrease
in operating expenses and an increase in revenues from fixed-line communications services provided according to the network
sharing agreement with Golan as well as a gain from the sale of Internet Rimon Israel 2009 Ltd., an indirect subsidiary of
the Company.
Financing expenses, net
for the second
quarter of 2017 were similar to the second quarter of 2016 and totaled NIS 44 million ($12 million).
Net Income
for the second quarter
of 2017 totaled NIS 45 million ($13 million), compared to NIS 44 million ($13 million) in the second quarter of 2016, an increase
of 2.3%.
Basic earnings per share
for the
second quarter of 2017 totaled NIS 0.45 ($0.13), compared to NIS 0.43 ($0.12) in the second quarter last year.
Operating Review
Main
Performance Indicators
- Cellular segment
:
|
Q2/2017
|
Q2/2016
|
Change (%)
|
Cellular subscribers at the end of period (in thousands)
|
2,779
|
2,812
|
(1.2%)
|
Churn Rate for cellular subscribers (in %)
|
10.8%
|
10.6%
|
1.9%
|
Monthly cellular ARPU (in NIS)
|
57.0
|
66.0
|
(13.6%)
|
Cellular subscriber base
- at the
end of the second quarter of 2017 the Company had approximately 2.779 million cellular subscribers. During the second quarter of
2017 the Company's cellular subscriber base decreased by approximately 13,000 net cellular subscribers.
Cellular Churn Rate
for the second
quarter of 2017 totaled to 10.8%, compared to 10.6% in the second quarter last year.
The monthly cellular
Average Revenue
per User ("ARPU")
for the second quarter of 2017 totaled NIS 57.0 ($16.3), compared to NIS 66.0 ($18.9) in the second
quarter last year. The decrease in ARPU resulted from the gap between national roaming services revenues in the second quarter
of 2016 and the revenues for rights of use in cellular networks according to the network sharing agreement with Golan which came
into force as of the beginning of the second quarter of 2017 and from the ongoing erosion in the prices of cellular services, resulting
from the intense competition in the cellular market.
Main Performance Indicators
- Fixed-line segment:
|
Q2/2017
|
Q2/2016
|
Change (%)
|
Internet infrastructure field-
households at the end of period (in thousands)
|
189
|
136
|
39.0%
|
TV field-
households at the end of period (in thousands)
|
137
|
87
|
57.5%
|
In the second quarter of 2017, the Company's
households base in respect of the internet infrastructure field increased by approximately 16,000 net households, and the Company's
households base in the TV field increased by 13,000 net households.
Financing and Investment
Review
Cash Flow
Free cash flow
for the second quarter
of 2017 totaled NIS 77 million ($22 million), compared to NIS 103 million ($29 million) in the second quarter of 2016, a 25.2%
decrease. The decrease in free cash flow, resulted mainly from higher cash capital expenditures in fixed assets and intangible
assets in the second quarter of 2017 compared to the second quarter of 2016, which was partly offset by decrease in payments to
end user equipment suppliers in the cellular segment.
Total Equity
Total Equity as of June 30, 2017 amounted
to NIS 1,398 million ($400 million) primarily consisting of undistributed accumulated retained earnings of the Company.
Cash Capital Expenditures in Fixed Assets and Intangible
Assets
During the second quarter of 2017, the Company
invested NIS 191 million ($55 million) in fixed assets and intangible assets (including, among others, investments in the Company's
communications networks, information systems, software and TV set-top boxes and capitalization of part of the customer acquisition
costs as a result of early adoption of a new International Financial Reporting Standard (IFRS 15) since the first quarter of 2017),
compared to NIS 102 million ($29 million) in the second quarter 2016.
Dividend
On August 4, 2017, the Company's Board of
Directors decided not to declare a cash dividend for the second quarter of 2017. In making its decision, the board of directors
considered the Company's dividend policy and business status and decided not to distribute a dividend at this time, given the intensified
competition and its adverse effect on the Company's results of operations, and in order to strengthen the Company's balance sheet.
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, 2016 on Form 20-F dated March 20, 2017, or the 2016 Annual Report, under “Item 8 - Financial Information – A. Consolidated
Statements and Other Financial Information - Dividend Policy”.
Debentures
For information regarding a summary of the
Company's financial liabilities and details regarding the Company's outstanding debentures as of June 30, 2017, see "Disclosure
for Debenture Holders" as well as section "other developments during the second quarter of 2017 and subsequent to the
end of the reporting period- Debt Raising- Private Debentures Placement" in this press release.
Loans from Financial Institutions
According to a loan agreement entered by
the Company and two financial institutions in May 2015, in June 2017 the second loan under the agreement in a principal amount
of NIS 200 million was provided to the Company. The loan is without linkage and the principal amount bears an annual fixed interest
of 5.1%, and will be paid in four equal annual payments on June 30 of each calendar year commencing June 30, 2019 through and including
June 30, 2022. The interest will be paid in ten semi-annual installments on June 30 and December 31, of each calendar year commencing
December 31, 2017 through and including June 30, 2022.
For details regarding the fulfillment of
financial covenants included in the loan agreements, which are identical to those included in the Company's Debentures Series F
through K, see comment no.1 to the table of "Aggregation of the information regarding the debenture series issued by the Company"
under "Disclosure for Debenture Holders" section in this press release. For additional details regarding the loans see
the Company's 2016 Annual Report, under "Item 5B. Liquidity and Capital Resources – Other Credit Facilities".
other
developments during the second quarter of 2017 and subsequent to the end of the reporting period
Regulation
Wholesale Market
In June 2017, the Ministry
of Communications published the maximum tariffs for Hot Telecom L.P., or Hot, wholesale internet infrastructure services (after
a petition filed by Hot against the Ministry of Communications in February 2017, claiming the Ministry of Communications was required
to hold another hearing prior to setting maximum tariffs, was dismissed). Due to disagreements with Hot as to the implementation
of the service (which await resolution by the Ministry of Communications), it is unclear when the service - which was to be offered
by Hot as of February 2015 – will be offered. The maximum tariffs set are higher than those set for Bezeq the Israeli Telecommunications
Company Ltd., or Bezeq, the other wholesale internet service provider.
In addition, in June 2017, the Ministry
of Communications published regulations setting Bezeq's resale telephony service to be provided by Bezeq as of July 2017, as a
temporary 14 month alternative for wholesale landline telephony service. In addition, the Ministry of Communications resolved that
Bezeq's obligation to offer wholesale telephony service, which was to be offered by Bezeq as of May 2015, will be postponed until
the lapse of said resale telephony service period. The resolution further notes that the Ministry of Communications will consider
the resale telephony service as a permanent replacement of the telephony wholesale service. The tariffs set for the resale telephony
service are substantially higher than those set for Bezeq's telephony wholesale service.
The Ministry of Communications is holding
a public hearing in relation to the aforementioned tariffs, to be applied retroactively after its conclusion.
For additional details see the Company's
annual report for 2016 under “Item 3. Key Information – D. Risk Factors – Risks Related to our Business –
We face intense competition in all aspects of our business” and "Item 4. Information on the Company – B. Business
Overview –Competition – Fixed-line Segment – Internet infrastructure and ISP business", "- Landline
telephony" and "- Government Regulation – Fixed-line Segment – Wholesale landline market".
Cellular License Amendment
In July 2017, following
the previously reported amendment to the Company's cellular license in relation to the requirement that Israeli citizens and residents
from among the Company's founding shareholders hold at least 5% of the Company's outstanding shares and other means of control,
as of July 2017, the Israeli Ministry of Communications amended the Company's cellular license so as to postpone the application
of such requirement until October 31, 2017.
For additional details see the Company's
Annual Report for 2016 under “Item 3. Key Information – D. Risk Factors - Risks Related to our Business – There
are certain restrictions in our licenses relating to the ownership of our shares" and "Item 4. Information on the Company
– B. Business Overview – Government Regulations – Cellular Segment – Our Cellular License".
Change in Independent Auditors
In July 2017,
Kesselman & Kesselman, or PwC Israel, one of the Company's joint independent registered public accounting firms, concluded
serving as the Company’s joint independent registered public accounting firm. Somekh Chaikin, a member of KPMG International,
the Company's other joint independent registered public accounting firm, will continue to serve as the Company's sole independent
registered public accounting firm.
PwC Israel’s
audit reports on the consolidated financial statements for the fiscal year ended December 31, 2016 of Cellcom Israel Ltd. did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principle. During the Company’s fiscal year ended December 31, 2016 and the subsequent interim period through
March 31, 2017, there were no disagreements between the Company and PwC Israel on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to PwC Israel’s satisfaction,
would have caused PwC Israel to make reference to the matters in their reports on the Company’s consolidated financial statements
for such year.During the Company’s fiscal year ended December 31, 2016 and the subsequent interim period through March 31,
2017, there have been no reportable events (as defined in S-K 304(a)(1)(v)).
Debt Raising
Private Debentures Placement
In June 2017, the Company
entered into an agreement with certain Israeli institutional investors, according to which the Company irrevocably undertook to
issue to the institutional investors, and the institutional investors irrevocably undertook to purchase from the Company, NIS
220 million aggregate principal amount of additional debentures
of the existing series K debentures (which are listed on the Tel Aviv Stock Exchange, or TASE), on July 1, 2018, or the Agreed
Date.
The price was set at
NIS 1.011 for each Series K debenture (which bear a stated interest rate of 3.55% per annum) of NIS 1 principal amount, or a total
consideration of approximately NIS 222 million, reflecting an effective interest yield of 3.6% per annum. The Company is required
to pay a certain commitment fee to the institutional investors. In case the debentures' rating on the Agreed Date shall be il/(A-)
or below, the price shall be reduced to NIS 1.001 for each Series K debenture of NIS 1 principal amount.
The closing of the issuance
will be subject to certain customary conditions, including: the receipt of the TASE's approval, the absence of any event of default
under the series K debentures indenture, the Company having an Israeli shelf prospectus in force, and satisfaction of the conditions
set out in the series K debentures indenture for the issuance of additional K debentures (meaning, aside from the no events of
default condition detailed above, that the issuance of additional debentures itself will not cause a rating downgrade compared
to the rating prior to such issuance, and that the Company meets the financial covenants applicable to the series K debentures
on the date of such issuance and thereafter). In June 2017, the TASE granted the Company the said requisite approval.
In relation to the said
offering, the Company's rating agency reaffirmed the current rating of ilA+/stable for the Company and its debentures.
The offering described
in this press release was made only in Israel and only to residents of Israel. The said debentures will not be registered under
the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any securities.
Loan Agreement
In June 2017, the Company
entered into a loan agreement with an Israeli bank that provided the Company a similar loan in August 2015 (the "Lender"
and the "2015 Loan Agreement", respectively), according to which the Lender has agreed, subject to certain customary
conditions, to provide the Company a deferred loan in a principal amount of NIS 150 million, unlinked, which will be provided to
the Company in March 2019, and will bear an annual fixed interest of 4%. The loan's principal amount will be payable in four equal
annual payments on March 31 of each of the years 2021 through and including 2024 and the interest will be payable in ten semi-annual
installments on March 31 and September 30 of each calendar year commencing September 30,2019 through and including March 31, 2024.
Until the provision of the loan, the Company is required to pay the Lender a commitment fee.
The agreement includes
similar terms and obligations to those included in the Company's August 2015 loan agreement and applies the right to demand immediate
repayment of either or both agreements due to certain events of default under either agreement.
For additional details
regarding the Company's existing debentures and existing loan agreements, including the August 2015 loan agreement, see the Company's
2016 Annual Report under "Item 5B. Liquidity and Capital Resources – Debt Service – Public Debentures" and
"-Other Credit Facilities" and the Company's current report on Form 6-K dated June 1, 2017.
Sale of Indirect Subsidiary of the
company
In June 2017, the previously
reported sale of 013 Netvision Ltd. (the Company's wholly owned indirect subsidiary) holdings in Internet Rimon Israel 2009 Ltd.
was completed.
For additional details
see the Company's current report on Form 6-K dated May 24, 2017 under "Other developments during the first quarter of 2017
and subsequent to the end of the reporting period - Sale of Indirect Subsidiary".
Changes in Management- Vice President
of Business Customers
In July 2017, Ms. Keren
Shtevy notified the Company of her resignation from her position as the Company's vice president of business customers, and will
be leaving the Company on August 15, 2017, after 19 years of successful and extensive tenure in 013 Netvision Ltd. and the Company.
The Company's board of directors has nominated Mr. Nadav Amsalem as the Company's vice president of business customers, effective
July 20, 2017.
Nadav Amsalem has
served as head of the strategic customers department in the Company's business customers division, in charge of the major corporate
business customers from 2014. From 2011 to 2014, he served as the director of strategic landline customers and major business customers
sector. Mr. Amsalem has been a member of the Company's business customer's division since 2006.
IDB
In May 2017, IDB Development
Corporation Ltd., or IDB, the Company's indirect controlling shareholder, announced in connection to the Concentration Law (according
to which IDB and Discount Investment Corporation Ltd., or DIC, may not retain control over the Company beyond December 2019 so
long as the Company is a third layer company in their pyramidal structure), that after reviewing possible ways to deal with this
restriction, IDB is proposing to sell its holdings in DIC to a private company controlled by IDB's controlling shareholder. There
can be no assurance of how or when this would occur, if at all.
For information about
the Concentration Law, see the Company's 2016 Annual Report, under "Item 3.D - legislation in Israel affecting corporate conglomerates
could adversely affect us."
Conference
Call Details
The Company will be hosting a conference
call regarding its results for the second quarter of 2017 on Tuesday, August 8, 2017 at 09:00 am ET, 06:00 am PT, 14:00 UK time,
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: 1 866 652 8972
|
UK
Dial-in Number: 0 808 101 2717
|
Israel
Dial-in Number: 03 918 0608
|
International
Dial-in Number: +972 3 918 0608
|
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.
About Cellcom Israel
Cellcom Israel Ltd., established in 1994,
is the largest Israeli cellular provider; Cellcom Israel provides its approximately 2.779 million cellular subscribers (as at June
30, 2017) with a broad range of value added services including cellular 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 LTE 4 generation network and 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 OTT TV services (as of December 2014), internet infrastructure (as of February 2015) and connectivity services
and international calling services, as well as landline telephone communications services in Israel, in addition to data communications
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 http://investors.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, 2016.
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 3.496 = US$ 1 as published by the Bank of Israel for June 30, 2017.
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 (excluding expenses related to employee
voluntary retirement plans and gain (loss) due to sale of subsidiaries); 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 as presented by the
Company 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 of net income to EBITDA under "Reconciliation of Non-IFRS Measures" in the press
release.
Free cash flow
is a non-IFRS measure
and is defined as the net cash provided by operating activities (including the effect of exchange rate fluctuations on cash and
cash equivalents) excluding a loan to Golan Telecom, 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 "Reconciliation of Non-IFRS Measures" below.
Company Contact
Shlomi Fruhling
Chief Financial Officer
investors@cellcom.co.il
Tel: +972 52 998 9735
|
Investor Relations Contact
Ehud Helft
GK Investor & Public Relations
cellcom@GKIR.com
Tel: +1 617 418 3096
|
|
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,
|
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
1,240
|
|
Current investments, including derivatives
|
|
|
284
|
|
|
|
360
|
|
|
|
103
|
|
|
|
284
|
|
Trade receivables
|
|
|
1,327
|
|
|
|
1,263
|
|
|
|
361
|
|
|
|
1,325
|
|
Current tax assets
|
|
|
–
|
|
|
|
52
|
|
|
|
15
|
|
|
|
25
|
|
Other receivables
|
|
|
68
|
|
|
|
88
|
|
|
|
25
|
|
|
|
61
|
|
Inventory
|
|
|
63
|
|
|
|
61
|
|
|
|
18
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,724
|
|
|
|
2,609
|
|
|
|
747
|
|
|
|
2,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
813
|
|
|
|
915
|
|
|
|
262
|
|
|
|
796
|
|
Property, plant and equipment, net
|
|
|
1,682
|
|
|
|
1,619
|
|
|
|
463
|
|
|
|
1,659
|
|
Intangible assets and others, net
|
|
|
1,206
|
|
|
|
1,228
|
|
|
|
351
|
|
|
|
1,207
|
|
Deferred tax assets
|
|
|
6
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non- current assets
|
|
|
3,707
|
|
|
|
3,763
|
|
|
|
1,076
|
|
|
|
3,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
6,431
|
|
|
|
6,372
|
|
|
|
1,823
|
|
|
|
6,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of debentures and of loans from financial institutions
|
|
|
861
|
|
|
|
792
|
|
|
|
227
|
|
|
|
863
|
|
Trade payables and accrued expenses
|
|
|
638
|
|
|
|
622
|
|
|
|
178
|
|
|
|
675
|
|
Current tax liabilities
|
|
|
49
|
|
|
|
2
|
|
|
|
1
|
|
|
|
–
|
|
Provisions
|
|
|
115
|
|
|
|
108
|
|
|
|
31
|
|
|
|
108
|
|
Other payables, including derivatives
|
|
|
299
|
|
|
|
264
|
|
|
|
75
|
|
|
|
279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,962
|
|
|
|
1,788
|
|
|
|
512
|
|
|
|
1,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans from financial institutions
|
|
|
200
|
|
|
|
462
|
|
|
|
132
|
|
|
|
340
|
|
Debentures
|
|
|
2,796
|
|
|
|
2,524
|
|
|
|
722
|
|
|
|
2,866
|
|
Provisions
|
|
|
30
|
|
|
|
19
|
|
|
|
5
|
|
|
|
30
|
|
Other long-term liabilities
|
|
|
29
|
|
|
|
32
|
|
|
|
9
|
|
|
|
31
|
|
Liability for employee rights upon retirement, net
|
|
|
12
|
|
|
|
12
|
|
|
|
4
|
|
|
|
12
|
|
Deferred tax liabilities
|
|
|
112
|
|
|
|
137
|
|
|
|
39
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non- current liabilities
|
|
|
3,179
|
|
|
|
3,186
|
|
|
|
911
|
|
|
|
3,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,141
|
|
|
|
4,974
|
|
|
|
1,423
|
|
|
|
5,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
Cash flow hedge reserve
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
(1
|
)
|
Retained earnings
|
|
|
1,275
|
|
|
|
1,394
|
|
|
|
399
|
|
|
|
1,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
16
|
|
|
|
4
|
|
|
|
1
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,290
|
|
|
|
1,398
|
|
|
|
400
|
|
|
|
1,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
6,431
|
|
|
|
6,372
|
|
|
|
1,823
|
|
|
|
6,662
|
|
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,
|
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
2,051
|
|
|
|
1,921
|
|
|
|
549
|
|
|
|
1,029
|
|
|
|
962
|
|
|
|
275
|
|
|
|
4,027
|
|
Cost of revenues
|
|
|
(1,336
|
)
|
|
|
(1,330
|
)
|
|
|
(380
|
)
|
|
|
(666
|
)
|
|
|
(665
|
)
|
|
|
(190
|
)
|
|
|
(2,702
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
715
|
|
|
|
591
|
|
|
|
169
|
|
|
|
363
|
|
|
|
297
|
|
|
|
85
|
|
|
|
1,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses
|
|
|
(291
|
)
|
|
|
(226
|
)
|
|
|
(65
|
)
|
|
|
(143
|
)
|
|
|
(112
|
)
|
|
|
(32
|
)
|
|
|
(574
|
)
|
General and administrative expenses
|
|
|
(205
|
)
|
|
|
(208
|
)
|
|
|
(59
|
)
|
|
|
(102
|
)
|
|
|
(95
|
)
|
|
|
(27
|
)
|
|
|
(420
|
)
|
Other income (expenses), net
|
|
|
(14
|
)
|
|
|
12
|
|
|
|
3
|
|
|
|
(14
|
)
|
|
|
12
|
|
|
|
3
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
205
|
|
|
|
169
|
|
|
|
48
|
|
|
|
104
|
|
|
|
102
|
|
|
|
29
|
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income
|
|
|
28
|
|
|
|
26
|
|
|
|
8
|
|
|
|
16
|
|
|
|
14
|
|
|
|
4
|
|
|
|
46
|
|
Financing expenses
|
|
|
(96
|
)
|
|
|
(101
|
)
|
|
|
(29
|
)
|
|
|
(60
|
)
|
|
|
(58
|
)
|
|
|
(16
|
)
|
|
|
(196
|
)
|
Financing expenses, net
|
|
|
(68
|
)
|
|
|
(75
|
)
|
|
|
(21
|
)
|
|
|
(44
|
)
|
|
|
(44
|
)
|
|
|
(12
|
)
|
|
|
(150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes on income
|
|
|
137
|
|
|
|
94
|
|
|
|
27
|
|
|
|
60
|
|
|
|
58
|
|
|
|
17
|
|
|
|
160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
(34
|
)
|
|
|
(23
|
)
|
|
|
(7
|
)
|
|
|
(16
|
)
|
|
|
(13
|
)
|
|
|
(4
|
)
|
|
|
(10
|
)
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
102
|
|
|
|
70
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
148
|
|
Non-controlling interests
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in NIS)
|
|
|
1.01
|
|
|
|
0.70
|
|
|
|
0.20
|
|
|
|
0.43
|
|
|
|
0.45
|
|
|
|
0.13
|
|
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (in NIS)
|
|
|
1.01
|
|
|
|
0.69
|
|
|
|
0.20
|
|
|
|
0.43
|
|
|
|
0.45
|
|
|
|
0.13
|
|
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in the calculation of basic earnings per share (in shares)
|
|
|
100,604,578
|
|
|
|
100,605,503
|
|
|
|
100,605,503
|
|
|
|
100,604,578
|
|
|
|
100,606,203
|
|
|
|
100,606,203
|
|
|
|
100,604,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in the calculation of diluted earnings per share (in shares)
|
|
|
100,604,578
|
|
|
|
101,340,873
|
|
|
|
101,340,873
|
|
|
|
100,705,952
|
|
|
|
101,265,547
|
|
|
|
101,265,547
|
|
|
|
100,698,306
|
|
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,
|
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
267
|
|
|
|
269
|
|
|
|
77
|
|
|
|
132
|
|
|
|
136
|
|
|
|
39
|
|
|
|
534
|
|
Share based payments
|
|
|
3
|
|
|
|
2
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
6
|
|
Loss (gain) on sale of property,
plant and equipment
|
|
|
3
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
10
|
|
Gain on sale of shares in a
consolidated company
|
|
|
–
|
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
–
|
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
–
|
|
Income tax expenses
|
|
|
34
|
|
|
|
23
|
|
|
|
7
|
|
|
|
16
|
|
|
|
13
|
|
|
|
4
|
|
|
|
10
|
|
Financing expenses, net
|
|
|
68
|
|
|
|
75
|
|
|
|
21
|
|
|
|
44
|
|
|
|
44
|
|
|
|
12
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in inventory
|
|
|
22
|
|
|
|
3
|
|
|
|
1
|
|
|
|
15
|
|
|
|
6
|
|
|
|
2
|
|
|
|
21
|
|
Change in trade receivables
(including long-term amounts)
|
|
|
(75
|
)
|
|
|
104
|
|
|
|
30
|
|
|
|
(17
|
)
|
|
|
44
|
|
|
|
13
|
|
|
|
(28
|
)
|
Change in other receivables
(including long-term amounts)
|
|
|
15
|
|
|
|
(166
|
)
|
|
|
(47
|
)
|
|
|
(17
|
)
|
|
|
(14
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Changes in trade payables,
accrued expenses and provisions
|
|
|
30
|
|
|
|
25
|
|
|
|
7
|
|
|
|
28
|
|
|
|
36
|
|
|
|
10
|
|
|
|
–
|
|
Change in other liabilities
(including long-term amounts)
|
|
|
23
|
|
|
|
(13
|
)
|
|
|
(4
|
)
|
|
|
(15
|
)
|
|
|
(7
|
)
|
|
|
(2
|
)
|
|
|
20
|
|
Income tax paid
|
|
|
(50
|
)
|
|
|
(26
|
)
|
|
|
(7
|
)
|
|
|
(29
|
)
|
|
|
(14
|
)
|
|
|
(4
|
)
|
|
|
(88
|
)
|
Income tax received
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
Net cash from operating activities
|
|
|
443
|
|
|
|
355
|
|
|
|
102
|
|
|
|
204
|
|
|
|
278
|
|
|
|
80
|
|
|
|
781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant
and equipment
|
|
|
(151
|
)
|
|
|
(237
|
)
|
|
|
(67
|
)
|
|
|
(83
|
)
|
|
|
(144
|
)
|
|
|
(42
|
)
|
|
|
(295
|
)
|
Acquisition of intangible assets
|
|
|
(41
|
)
|
|
|
(94
|
)
|
|
|
(27
|
)
|
|
|
(19
|
)
|
|
|
(47
|
)
|
|
|
(13
|
)
|
|
|
(73
|
)
|
Change in current investments, net
|
|
|
(4
|
)
|
|
|
(76
|
)
|
|
|
(22
|
)
|
|
|
(3
|
)
|
|
|
(77
|
)
|
|
|
(22
|
)
|
|
|
(9
|
)
|
Payments for other
derivative contracts, net
|
|
|
–
|
|
|
|
(3
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
Proceeds from sale of property,
plant and equipment
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
Interest received
|
|
|
7
|
|
|
|
8
|
|
|
|
2
|
|
|
|
1
|
|
|
|
4
|
|
|
|
1
|
|
|
|
11
|
|
Proceeds from sale of shares in a
consolidated company, net of
cash disposed
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
–
|
|
Net cash used in investing activities
|
|
|
(188
|
)
|
|
|
(410
|
)
|
|
|
(117
|
)
|
|
|
(103
|
)
|
|
|
(274
|
)
|
|
|
(79
|
)
|
|
|
(364
|
)
|
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
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,
|
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for derivative contracts, net
|
|
|
(6
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(13
|
)
|
Long term loans from financial institutions
|
|
|
200
|
|
|
|
200
|
|
|
|
57
|
|
|
|
200
|
|
|
|
200
|
|
|
|
57
|
|
|
|
340
|
|
Repayment of debentures
|
|
|
(385
|
)
|
|
|
(514
|
)
|
|
|
(147
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(732
|
)
|
Proceeds from issuance of debentures, net of issuance costs
|
|
|
250
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
653
|
|
Dividend paid
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
Interest paid
|
|
|
(92
|
)
|
|
|
(86
|
)
|
|
|
(25
|
)
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from (used in) financing activities
|
|
|
(34
|
)
|
|
|
(400
|
)
|
|
|
(115
|
)
|
|
|
200
|
|
|
|
192
|
|
|
|
55
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in cash and cash equivalents
|
|
|
221
|
|
|
|
(455
|
)
|
|
|
(130
|
)
|
|
|
301
|
|
|
|
196
|
|
|
|
56
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the beginning of the period
|
|
|
761
|
|
|
|
1,240
|
|
|
|
355
|
|
|
|
681
|
|
|
|
589
|
|
|
|
169
|
|
|
|
761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the end of the period
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
1,240
|
|
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,
|
|
|
2016
|
|
2017
|
|
Convenience
translation
into
US dollar
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
Profit for the period
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Taxes on income
|
|
|
16
|
|
|
|
13
|
|
|
|
4
|
|
|
|
10
|
|
Financing income
|
|
|
(16
|
)
|
|
|
(14
|
)
|
|
|
(4
|
)
|
|
|
(46
|
)
|
Financing expenses
|
|
|
60
|
|
|
|
58
|
|
|
|
16
|
|
|
|
196
|
|
Other expenses (income)(*)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
–
|
|
|
|
8
|
|
Depreciation and amortization
|
|
|
132
|
|
|
|
136
|
|
|
|
39
|
|
|
|
534
|
|
Share based payments
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
6
|
|
EBITDA
|
|
|
238
|
|
|
|
237
|
|
|
|
68
|
|
|
|
858
|
|
|
(*)
|
Excluding gain from the sale of Internet Rimon Israel
2009 Ltd, an indirect subsidiary of the Company in the second
quarter of 2017 and expenses related to employee voluntary retirement plan in the second quarter of 2016.
|
Free cash flow
The following
table shows the calculation of free cash flow:
|
|
Three-month period ended
June 30,
|
|
Year ended
December 31,
|
|
|
2016
|
|
2017
|
|
Convenience
translation
into
US dollar
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
Cash flows from operating activities(*)
|
|
|
204
|
|
|
|
278
|
|
|
|
80
|
|
|
|
781
|
|
Cash flows from investing activities
|
|
|
(103
|
)
|
|
|
(274
|
)
|
|
|
(79
|
)
|
|
|
(364
|
)
|
Sale of short-term tradable debentures and deposits (**)
|
|
|
2
|
|
|
|
73
|
|
|
|
21
|
|
|
|
(1
|
)
|
Free cash flow
|
|
|
103
|
|
|
|
77
|
|
|
|
22
|
|
|
|
416
|
|
|
(*)
|
Including the effects of exchange rate fluctuations in
cash and cash equivalents.
|
|
(**)
|
Net of interest received in relation to tradable debentures.
|
Cellcom
Israel Ltd.
(An Israeli
Corporation)
Key financial and operating
indicators
NIS millions unless otherwise stated
|
|
Q1-2016
|
|
Q2-2016
|
|
Q3-2016
|
|
Q4-2016
|
|
Q1-2017
|
|
Q2-2017
|
|
FY-2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellular service revenues
|
|
|
559
|
|
|
|
567
|
|
|
|
534
|
|
|
|
502
|
|
|
|
509
|
|
|
|
481
|
|
|
|
2,162
|
|
Fixed-line service revenues
|
|
|
264
|
|
|
|
264
|
|
|
|
276
|
|
|
|
267
|
|
|
|
279
|
|
|
|
292
|
|
|
|
1,071
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellular equipment revenues
|
|
|
219
|
|
|
|
217
|
|
|
|
195
|
|
|
|
205
|
|
|
|
183
|
|
|
|
192
|
|
|
|
836
|
|
Fixed-line equipment revenues
|
|
|
29
|
|
|
|
30
|
|
|
|
39
|
|
|
|
60
|
|
|
|
37
|
|
|
|
39
|
|
|
|
158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidation adjustments
|
|
|
(49
|
)
|
|
|
(49
|
)
|
|
|
(52
|
)
|
|
|
(50
|
)
|
|
|
(49
|
)
|
|
|
(42
|
)
|
|
|
(200
|
)
|
Total revenues
|
|
|
1,022
|
|
|
|
1,029
|
|
|
|
992
|
|
|
|
984
|
|
|
|
959
|
|
|
|
962
|
|
|
|
4,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellular EBITDA
|
|
|
178
|
|
|
|
181
|
|
|
|
149
|
|
|
|
117
|
|
|
|
159
|
|
|
|
158
|
|
|
|
625
|
|
Fixed-line EBITDA
|
|
|
60
|
|
|
|
57
|
|
|
|
60
|
|
|
|
56
|
|
|
|
42
|
|
|
|
79
|
|
|
|
233
|
|
Total EBITDA
|
|
|
238
|
|
|
|
238
|
|
|
|
209
|
|
|
|
173
|
|
|
|
201
|
|
|
|
237
|
|
|
|
858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
101
|
|
|
|
104
|
|
|
|
73
|
|
|
|
32
|
|
|
|
67
|
|
|
|
102
|
|
|
|
310
|
|
Financing expenses, net
|
|
|
24
|
|
|
|
44
|
|
|
|
42
|
|
|
|
40
|
|
|
|
31
|
|
|
|
44
|
|
|
|
150
|
|
Profit for the period
|
|
|
59
|
|
|
|
44
|
|
|
|
33
|
|
|
|
14
|
|
|
|
26
|
|
|
|
45
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Free cash flow
|
|
|
149
|
|
|
|
103
|
|
|
|
81
|
|
|
|
83
|
|
|
|
66
|
|
|
|
77
|
|
|
|
416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellular subscribers at the end of period (in 000's)
|
|
|
2,813
|
|
|
|
2,812
|
|
|
|
2,822
|
|
|
|
2,801
|
|
|
|
2,792
|
|
|
|
2,779
|
|
|
|
2,801
|
|
Monthly cellular ARPU (in NIS)
|
|
|
65.2
|
|
|
|
66.0
|
|
|
|
62.8
|
|
|
|
59.3
|
|
|
|
60.2
|
|
|
|
57.0
|
|
|
|
63.3
|
|
Churn rate for cellular subscribers (%)
|
|
|
11.1
|
%
|
|
|
10.6
|
%
|
|
|
10.5
|
%
|
|
|
10.4
|
%
|
|
|
12.0
|
%
|
|
|
10.8
|
%
|
|
|
42.4
|
%
|
Cellcom Israel Ltd.
Disclosure for debenture
holders as of June 30, 2017
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 30.06.2017
|
As
of 04.08.2017
|
Interest
Rate (fixed)
|
Principal
Repayment Dates
|
Interest
Repayment Dates
(3)
|
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
|
D
(7)(8)**
|
07/10/07
03/02/08*
06/04/09*
30/03/11*
18/08/11*
|
2,423.075
|
299.602
|
350.377
|
18.134
|
368.511
|
368.480
|
0.000
|
0.000
|
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.
|
F
(4)(5)(6) **
|
20/03/12
|
714.802
|
643.322
|
661.999
|
14.663
|
676.662
|
695.238
|
643.322
|
657.329
|
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
|
228.158
|
228.297
|
7.690
|
235.987
|
240.342
|
228.158
|
228.271
|
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.
|
H
(4)(5)(7)**
|
08/07/14
03/02/15*
11/02/15*
|
949.624
|
949.624
|
836.073
|
9.066
|
845.139
|
970.136
|
949.624
|
838.132
|
1.98%
|
05.07.18
|
05.07.24
|
January-5
and July-5
|
Linked
to CPI
|
Mishmeret
Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
|
I
(4)(5)(7)**
|
08/07/14
03/02/15*
11/02/15*
30/03/16*
|
804.010
|
804.010
|
757.083
|
16.050
|
773.133
|
871.306
|
804.010
|
757.783
|
4.14%
|
05.07.18
|
05.07.25
|
January-5
and July-5
|
Not
linked
|
Mishmeret
Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
|
J
(4)(5)
|
26/09/16
|
103.267
|
103.267
|
102.697
|
1.225
|
103.922
|
107.367
|
103.267
|
102.292
|
2.45%
|
05.07.21
|
05.07.26
|
January-5
and July-5
|
Linked
to CPI
|
Mishmeret
Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
|
K
(4)(5)**
|
26/09/16
|
303.971
|
303.971
|
301.033
|
5.203
|
306.236
|
316.525
|
303.971
|
301.017
|
3.55%
|
05.07.21
|
05.07.26
|
January-5
and July-5
|
Not
linked
|
Mishmeret
Trust Company Ltd. Rami Sebty. 48 Menachem Begin Rd. Tel Aviv. Tel: 03-6374355.
|
Total
|
|
5,583.947
|
3,331.954
|
3,237.559
|
72.031
|
3,309.590
|
3,569.394
|
3,032.352
|
2,884.824
|
|
|
|
|
|
|
Comments
:
(1) In the
reporting period, the Company fulfilled all terms of the debentures. The Company also fulfilled all terms of the Indentures and
loan agreements. Debentures Series F through K and loan agreements financial covenants - as of June 30, 2017 the net leverage
(net debt to EBITDA excluding one time events ratio- see definition in the Company's annual report for the year ended December
31, 2016 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources
– Debt Service– Public Debentures") was 3.24. In the reporting period, no cause for early repayment occurred.
(2) Including interest accumulated in the books. (3) Semi annual payments, excluding Series D debentures in which the payments
are annual. (4) Regarding debenture Series F through K and loan agreements, the Company undertook not to create any pledge on
its assets, as long as debentures or loans are not fully repaid, subject to certain exclusions. (5) Regarding debenture Series
F through K and loan agreements, the Company has the right for early redemption under certain terms (see the Company's annual
report for the year ended December 31, 2016 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects–
B. Liquidity and Capital Resources – Debt Service– Public Debentures" and "-Other Credit Facilities"
and this report under "- Other developments during the second quarter of 2017 and subsequent to the end of the reporting
period – Debt raising". (6) Regarding debenture Series F and G - in June 2013, following a second decrease of the Company's
debenture 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) In February 2016, pursuant to an exchange offer of the Company's Series H and I debentures for a portion
of the Company's outstanding Series D and E debentures, respectively, the Company exchanged approximately NIS 555 million principal
amount of Series D debentures with approximately NIS 844 million principal amount of Series H debentures, and approximately NIS
272 million principal amount of Series E debentures with approximately NIS 335 million principal amount of Series I debentures.
Series D and E debentures were fully repaid in July 2017 (after the end of the reporting period) and in January 2017, respectively.
(8) On July 5, 2017, after the end of the reporting period, the Company repaid principal payments of approximately NIS 350 million
of Series D debentures, and Series D debentures was fully repaid.
(*) On these dates additional debentures
of the series were issued, the information in the table refers to the full series.
(**) As of June 30, 2017, debentures
Series D, F, H, I and K 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, 2017 (cont.)
Debentures Rating Details*
Series
|
Rating Company
|
Rating as of 30.06.2017
(1)
|
Rating as of 04.08.2017
|
Rating assigned upon issuance of the Series
|
Recent date of rating as of 04.08.2017
|
Additional ratings between original issuance and the recent date of rating as of 04.08.2017
(2)
|
|
Rating
|
D
|
S&P Maalot
|
A+
|
A+
|
AA-
|
06/2017
|
1/2008, 10/2008, 3/2009, 9/2010, 8/2011, 1/2012, 3/2012, 5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 01/2015, 9/2015, 3/2016, 08/2016, 06/2017
|
AA-, AA,AA-, A+
(2)
|
F
|
S&P Maalot
|
A+
|
A+
|
AA
|
06/2017
|
5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 1/2015, 9/2015, 3/2016, 08/2016, 06/2017
|
AA,AA-,A+
(2)
|
G
|
S&P Maalot
|
A+
|
A+
|
AA
|
06/2017
|
5/2012, 11/2012, 6/2013, 6/2014, 8/2014, 1/2015, 9/2015, 3/2016, 08/2016, 06/2017
|
AA,AA-,A+
(2)
|
H
|
S&P Maalot
|
A+
|
A+
|
A+
|
06/2017
|
6/2014, 8/2014, 1/2015, 9/2015, 3/2016, 08/2016, 06/2017
|
A+
(2)
|
I
|
S&P Maalot
|
A+
|
A+
|
A+
|
06/2017
|
6/2014, 8/2014, 1/2015, 9/2015, 3/2016, 08/2016, 06/2017
|
A+
(2)
|
J
|
S&P Maalot
|
A+
|
A+
|
A+
|
06/2017
|
08/2016, 06/2017
|
A+
(2)
|
K
|
S&P Maalot
|
A+
|
A+
|
A+
|
06/2017
|
08/2016, 06/2017
|
A+
(2)
|
|
(1)
|
In
June 2017, S&P Maalot affirmed the Company's rating of “ilA+/stable”.
|
|
(2)
|
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”. In June 2014,
August 2014, January 2015, September 2015, March 2016, August 2016 and June 2017, S&P
Maalot affirmed the Company's rating of “ilA+/stable”. For details regarding
the rating of the debentures see the S&P Maalot report dated June 1, 2017.
|
*
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, 2017
|
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
|
568,913
|
141,894
|
-
|
-
|
-
|
129,437
|
Second year
|
332,963
|
165,416
|
-
|
-
|
-
|
88,506
|
Third year
|
332,963
|
80,279
|
-
|
-
|
-
|
66,877
|
Fourth year
|
113,151
|
80,279
|
-
|
-
|
-
|
51,199
|
Fifth year and on
|
705,087
|
862,011
|
-
|
-
|
-
|
124,113
|
Total
|
2,053,077
|
1,329,879
|
-
|
-
|
-
|
460,132
|
|
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).
|
|
Principal payments
|
Gross interest
payments (without
deduction of tax)
|
ILS linked to CPI
|
ILS not linked to CPI
|
Euro
|
Dollar
|
Other
|
First year
|
-
|
78,000
|
-
|
-
|
-
|
26,260
|
Second year
|
-
|
128,000
|
-
|
-
|
-
|
22,588
|
Third year
|
-
|
128,000
|
-
|
-
|
-
|
16,389
|
Fourth year
|
-
|
128,000
|
-
|
-
|
-
|
10,130
|
Fifth year and on
|
-
|
78,000
|
-
|
-
|
-
|
3,922
|
Total
|
-
|
540,000
|
-
|
-
|
-
|
79,289
|
|
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.
|
Cellcom Israel Ltd.
Summary of Financial Undertakings (according
to repayment dates) as of June 30, 2017 (cont.)
|
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
|
568,913
|
219,894
|
-
|
-
|
-
|
155,697
|
Second year
|
332,963
|
293,416
|
-
|
-
|
-
|
111,094
|
Third year
|
332,963
|
208,279
|
-
|
-
|
-
|
83,266
|
Fourth year
|
113,151
|
208,279
|
-
|
-
|
-
|
61,329
|
Fifth year and on
|
705,087
|
940,011
|
-
|
-
|
-
|
128,035
|
Total
|
2,053,077
|
1,869,879
|
-
|
-
|
-
|
539,421
|
|
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) - None.
|
|
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) -
None.
|
|
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
|
1,810
|
705
|
-
|
-
|
-
|
524
|
Second year
|
1,343
|
544
|
-
|
-
|
-
|
374
|
Third year
|
1,343
|
122
|
-
|
-
|
-
|
301
|
Fourth year
|
803
|
122
|
-
|
-
|
-
|
258
|
Fifth year and on
|
6,347
|
4,767
|
-
|
-
|
-
|
864
|
Total
|
11,646
|
6,260
|
-
|
-
|
-
|
2,321
|
|
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.
|
Item 2
Cellcom
Israel Ltd.
and Subsidiaries
Condensed
Consolidated Interim Financial Statements
As at
June 30, 2017
(Unaudited)
Cellcom Israel Ltd. and Subsidiaries
Condensed
Consolidated Interim Financial Statements as at June 30, 201
7
Contents
|
Page
|
|
|
|
|
Condensed Consolidated Interim Statements of Financial position
|
2
|
|
|
Condensed Consolidated Interim Statements of Income
|
3
|
|
|
Condensed Consolidated Interim Statements of Comprehensive Income
|
4
|
|
|
Condensed Consolidated Interim Statements of Changes in Equity
|
5
|
|
|
Condensed Consolidated Interim Statements of Cash Flows
|
8
|
|
|
Notes to the Condensed Consolidated Interim Financial Statements
|
10
|
Cellcom Israel Ltd. and Subsidiaries
Condensed
Consolidated Interim Statements of Financial position
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
|
|
|
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
June 30,
|
|
|
|
June 30,
|
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
|
2017
|
*
|
|
|
2017
|
*
|
|
|
2016
|
|
|
|
|
NIS millions
|
|
|
|
US$ millions
|
|
|
|
NIS millions
|
|
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
1,240
|
|
Current investments, including derivatives
|
|
|
284
|
|
|
|
360
|
|
|
|
103
|
|
|
|
284
|
|
Trade receivables
|
|
|
1,327
|
|
|
|
1,263
|
|
|
|
361
|
|
|
|
1,325
|
|
Current tax assets
|
|
|
–
|
|
|
|
52
|
|
|
|
15
|
|
|
|
25
|
|
Other receivables
|
|
|
68
|
|
|
|
88
|
|
|
|
25
|
|
|
|
61
|
|
Inventory
|
|
|
63
|
|
|
|
61
|
|
|
|
18
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
2,724
|
|
|
|
2,609
|
|
|
|
747
|
|
|
|
2,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other receivables
|
|
|
813
|
|
|
|
915
|
|
|
|
262
|
|
|
|
796
|
|
Property, plant and equipment, net
|
|
|
1,682
|
|
|
|
1,619
|
|
|
|
463
|
|
|
|
1,659
|
|
Intangible assets and others, net
|
|
|
1,206
|
|
|
|
1,228
|
|
|
|
351
|
|
|
|
1,207
|
|
Deferred tax assets
|
|
|
6
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non- current assets
|
|
|
3,707
|
|
|
|
3,763
|
|
|
|
1,076
|
|
|
|
3,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
6,431
|
|
|
|
6,372
|
|
|
|
1,823
|
|
|
|
6,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of debentures and of loans
from financial institutions
|
|
|
861
|
|
|
|
792
|
|
|
|
227
|
|
|
|
863
|
|
Trade payables and accrued expenses
|
|
|
638
|
|
|
|
622
|
|
|
|
178
|
|
|
|
675
|
|
Current tax liabilities
|
|
|
49
|
|
|
|
2
|
|
|
|
1
|
|
|
|
–
|
|
Provisions
|
|
|
115
|
|
|
|
108
|
|
|
|
31
|
|
|
|
108
|
|
Other payables, including derivatives
|
|
|
299
|
|
|
|
264
|
|
|
|
75
|
|
|
|
279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,962
|
|
|
|
1,788
|
|
|
|
512
|
|
|
|
1,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans from financial institutions
|
|
|
200
|
|
|
|
462
|
|
|
|
132
|
|
|
|
340
|
|
Debentures
|
|
|
2,796
|
|
|
|
2,524
|
|
|
|
722
|
|
|
|
2,866
|
|
Provisions
|
|
|
30
|
|
|
|
19
|
|
|
|
5
|
|
|
|
30
|
|
Other long-term liabilities
|
|
|
29
|
|
|
|
32
|
|
|
|
9
|
|
|
|
31
|
|
Liability for employee rights upon retirement, net
|
|
|
12
|
|
|
|
12
|
|
|
|
4
|
|
|
|
12
|
|
Deferred tax liabilities
|
|
|
112
|
|
|
|
137
|
|
|
|
39
|
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non- current liabilities
|
|
|
3,179
|
|
|
|
3,186
|
|
|
|
911
|
|
|
|
3,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
5,141
|
|
|
|
4,974
|
|
|
|
1,423
|
|
|
|
5,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
Cash flow hedge reserve
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
(1
|
)
|
Retained earnings
|
|
|
1,275
|
|
|
|
1,394
|
|
|
|
399
|
|
|
|
1,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest
|
|
|
16
|
|
|
|
4
|
|
|
|
1
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
1,290
|
|
|
|
1,398
|
|
|
|
400
|
|
|
|
1,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
6,431
|
|
|
|
6,372
|
|
|
|
1,823
|
|
|
|
6,662
|
|
Date of approval of the condensed consolidated financial statements:
August 4, 2017.
*
See Note 3 regarding the early adoption of IFRS 15,
Revenue from Contracts with Customers.
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed Consolidated Interim Statements of Income
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
|
|
|
translation
|
|
|
|
|
|
translation
|
|
|
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
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,
|
|
|
2016
|
|
2017*
|
|
2017*
|
|
2016
|
|
2017*
|
|
2017*
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
2,051
|
|
|
|
1,921
|
|
|
|
549
|
|
|
|
1,029
|
|
|
|
962
|
|
|
|
275
|
|
|
|
4,027
|
|
Cost of revenues
|
|
|
(1,336
|
)
|
|
|
(1,330
|
)
|
|
|
(380
|
)
|
|
|
(666
|
)
|
|
|
(665
|
)
|
|
|
(190
|
)
|
|
|
(2,702
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
715
|
|
|
|
591
|
|
|
|
169
|
|
|
|
363
|
|
|
|
297
|
|
|
|
85
|
|
|
|
1,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses
|
|
|
(291
|
)
|
|
|
(226
|
)
|
|
|
(65
|
)
|
|
|
(143
|
)
|
|
|
(112
|
)
|
|
|
(32
|
)
|
|
|
(574
|
)
|
General and administrative expenses
|
|
|
(205
|
)
|
|
|
(208
|
)
|
|
|
(59
|
)
|
|
|
(102
|
)
|
|
|
(95
|
)
|
|
|
(27
|
)
|
|
|
(420
|
)
|
Other income (expenses), net
|
|
|
(14
|
)
|
|
|
12
|
|
|
|
3
|
|
|
|
(14
|
)
|
|
|
12
|
|
|
|
3
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
205
|
|
|
|
169
|
|
|
|
48
|
|
|
|
104
|
|
|
|
102
|
|
|
|
29
|
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income
|
|
|
28
|
|
|
|
26
|
|
|
|
8
|
|
|
|
16
|
|
|
|
14
|
|
|
|
4
|
|
|
|
46
|
|
Financing expenses
|
|
|
(96
|
)
|
|
|
(101
|
)
|
|
|
(29
|
)
|
|
|
(60
|
)
|
|
|
(58
|
)
|
|
|
(16
|
)
|
|
|
(196
|
)
|
Financing expenses, net
|
|
|
(68
|
)
|
|
|
(75
|
)
|
|
|
(21
|
)
|
|
|
(44
|
)
|
|
|
(44
|
)
|
|
|
(12
|
)
|
|
|
(150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes on income
|
|
|
137
|
|
|
|
94
|
|
|
|
27
|
|
|
|
60
|
|
|
|
58
|
|
|
|
17
|
|
|
|
160
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
(34
|
)
|
|
|
(23
|
)
|
|
|
(7
|
)
|
|
|
(16
|
)
|
|
|
(13
|
)
|
|
|
(4
|
)
|
|
|
(10
|
)
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
102
|
|
|
|
70
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
148
|
|
Non-controlling interests
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in NIS)
|
|
|
1.01
|
|
|
|
0.70
|
|
|
|
0.20
|
|
|
|
0.43
|
|
|
|
0.45
|
|
|
|
0.13
|
|
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (in NIS)
|
|
|
1.01
|
|
|
|
0.69
|
|
|
|
0.20
|
|
|
|
0.43
|
|
|
|
0.45
|
|
|
|
0.13
|
|
|
|
1.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in the calculation of basic earnings per share (in shares)
|
|
|
100,604,578
|
|
|
|
100,605,503
|
|
|
|
100,605,503
|
|
|
|
100,604,578
|
|
|
|
100,606,203
|
|
|
|
100,606,203
|
|
|
|
100,604,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares used in the calculation of diluted earnings per share (in shares)
|
|
|
100,604,578
|
|
|
|
101,340,873
|
|
|
|
101,340,873
|
|
|
|
100,705,952
|
|
|
|
101,265,547
|
|
|
|
101,265,547
|
|
|
|
100,698,306
|
|
*
See Note 3 regarding the early adoption of IFRS 15,
Revenue from Contracts with Customers.
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed
Consolidated Interim Statements of Comprehensive Income
|
|
|
|
Convenience
translation
into US dollar
(Note 2D)
|
|
|
|
Convenience
translation
into US dollar
(Note 2D)
|
|
|
|
|
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,
|
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
2017
|
|
2017
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Other comprehensive income items that after initial recognition in comprehensive income were or will be transferred to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of cash flow hedges transferred to profit or loss, net
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
Total other comprehensive income for the period that after initial recognition in comprehensive income was or will be transferred to profit or loss, net of tax
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
Other comprehensive income items that will not be transferred to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Re-measurement of defined benefit plan, net of tax
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
Total other comprehensive loss for the period that will not be transferred to profit or loss, net of tax
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
Total other comprehensive income for the period, net of tax
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Total comprehensive income for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
102
|
|
|
|
70
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
148
|
|
Non-controlling interests
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
Total comprehensive income for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
The accompanying notes
are an integral part of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity
|
|
Attributable to owners of the Company
|
|
Non-controlling
interests
|
|
Total equity
|
|
Convenience translation into US dollar (Note 2D)
|
|
|
Share capital
|
|
Capital reserve
|
|
Retained earnings
|
|
Total
|
|
|
|
|
|
|
|
|
NIS millions
|
|
US$ millions
|
For the six months ended
June 30, 2017 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
1,322
|
|
|
|
1,322
|
|
|
|
18
|
|
|
|
1,340
|
|
|
|
383
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
70
|
|
|
|
70
|
|
|
|
1
|
|
|
|
71
|
|
|
|
20
|
|
Transactions with owners, recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
|
|
2
|
|
|
|
–
|
|
|
|
2
|
|
|
|
1
|
|
Derecognition of non-controlling interests due to loss of control in a consolidated company (see
Note 8)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(15
|
)
|
|
|
(15
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2017
(Unaudited)
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
1,394
|
|
|
|
1,394
|
|
|
|
4
|
|
|
|
1,398
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to owners of the Company
|
|
Non-controlling
interests
|
|
Total equity
|
|
|
|
|
|
|
Share capital
|
|
Capital reserve
|
|
Retained earnings
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
NIS millions
|
|
|
|
|
For the six months ended
June 30, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
1,170
|
|
|
|
1,169
|
|
|
|
16
|
|
|
|
1,185
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
102
|
|
|
|
102
|
|
|
|
1
|
|
|
|
103
|
|
|
|
|
|
Transactions with owners, recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
|
|
–
|
|
|
|
–
|
|
|
|
3
|
|
|
|
3
|
|
|
|
–
|
|
|
|
3
|
|
|
|
|
|
Dividend to non-controlling intererst in a subsidiary
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2016
(Unaudited)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
1,275
|
|
|
|
1,274
|
|
|
|
16
|
|
|
|
1,290
|
|
|
|
|
|
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed Consolidated Interim Statements of Changes in Equity (cont'd)
|
|
Attributable to owners of the Company
|
|
Non-controlling
interests
|
|
Total equity
|
|
Convenience translation into US dollar (Note 2D)
|
|
|
Share capital
|
|
Capital reserve
|
|
Retained earnings
|
|
Total
|
|
|
|
|
|
|
|
|
NIS millions
|
|
US$ millions
|
For the three months ended
June 30, 2017 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
1,348
|
|
|
|
1,348
|
|
|
|
19
|
|
|
|
1,367
|
|
|
|
391
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
45
|
|
|
|
45
|
|
|
|
–
|
|
|
|
45
|
|
|
|
13
|
|
Transactions with owners, recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
|
|
–
|
|
Derecognition of non-controlling
interests due to loss of control in a consolidated company (see Note 8)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(15
|
)
|
|
|
(15
|
)
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
1,394
|
|
|
|
1,394
|
|
|
|
4
|
|
|
|
1,398
|
|
|
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to owners of the Company
|
|
Non-controlling
interests
|
|
Total equity
|
|
|
|
|
|
|
Share capital
|
|
Capital reserve
|
|
Retained earnings
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
NIS millions
|
|
|
|
|
For the three months ended
June 30, 2016 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of April 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
1,230
|
|
|
|
1,229
|
|
|
|
16
|
|
|
|
1,245
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
44
|
|
|
|
44
|
|
|
|
–
|
|
|
|
44
|
|
|
|
|
|
Transactions with owners, recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
|
|
|
|
Balance as of June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
1,275
|
|
|
|
1,274
|
|
|
|
16
|
|
|
|
1,290
|
|
|
|
|
|
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed
Consolidated Interim Statements of Changes in Equity (cont'd)
|
|
Attributable to owners of the Company
|
|
Non-controlling
interests
|
|
Total equity
|
|
|
Share capital
|
|
Capital reserve
|
|
Retained earnings
|
|
Total
|
|
|
|
|
|
|
NIS millions
|
For the year ended December 31, 2016
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
|
|
1
|
|
|
|
(2
|
)
|
|
|
1,170
|
|
|
|
1,169
|
|
|
|
16
|
|
|
|
1,185
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
|
|
–
|
|
|
|
–
|
|
|
|
148
|
|
|
|
148
|
|
|
|
2
|
|
|
|
150
|
|
Other comprehensive income (loss) for the year, net of tax
|
|
|
–
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Transactions with owners, recognized directly in equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments
|
|
|
–
|
|
|
|
–
|
|
|
|
5
|
|
|
|
5
|
|
|
|
1
|
|
|
|
6
|
|
Dividend to non-controlling intererst in a subsidiary
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
Balance as of December 31, 2016
(Audited)
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
1,322
|
|
|
|
1,322
|
|
|
|
18
|
|
|
|
1,340
|
|
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed Consolidated Interim Statements of Cash Flows
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
|
|
|
translation
|
|
|
|
|
|
translation
|
|
|
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
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,
|
|
|
2016
|
|
2017*
|
|
2017*
|
|
2016
|
|
2017*
|
|
2017*
|
|
2016
|
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
US$ millions
|
|
NIS millions
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
|
103
|
|
|
|
71
|
|
|
|
20
|
|
|
|
44
|
|
|
|
45
|
|
|
|
13
|
|
|
|
150
|
|
Adjustments for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
267
|
|
|
|
269
|
|
|
|
77
|
|
|
|
132
|
|
|
|
136
|
|
|
|
39
|
|
|
|
534
|
|
Share based payments
|
|
|
3
|
|
|
|
2
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
–
|
|
|
|
6
|
|
Loss (gain) on sale of property,
plant and equipment
|
|
|
3
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
2
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
10
|
|
Gain on sale of shares in a consolidated company (see Note 8)
|
|
|
–
|
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
–
|
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
–
|
|
Income tax expenses
|
|
|
34
|
|
|
|
23
|
|
|
|
7
|
|
|
|
16
|
|
|
|
13
|
|
|
|
4
|
|
|
|
10
|
|
Financing expenses, net
|
|
|
68
|
|
|
|
75
|
|
|
|
21
|
|
|
|
44
|
|
|
|
44
|
|
|
|
12
|
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
–
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in inventory
|
|
|
22
|
|
|
|
3
|
|
|
|
1
|
|
|
|
15
|
|
|
|
6
|
|
|
|
2
|
|
|
|
21
|
|
Change in trade receivables (including long-term amounts)
|
|
|
(75
|
)
|
|
|
104
|
|
|
|
30
|
|
|
|
(17
|
)
|
|
|
44
|
|
|
|
13
|
|
|
|
(28
|
)
|
Change in other receivables (including long-term amounts)
|
|
|
15
|
|
|
|
(166
|
)
|
|
|
(47
|
)
|
|
|
(17
|
)
|
|
|
(14
|
)
|
|
|
(3
|
)
|
|
|
(5
|
)
|
Changes in trade payables,
accrued expenses and provisions
|
|
|
30
|
|
|
|
25
|
|
|
|
7
|
|
|
|
28
|
|
|
|
36
|
|
|
|
10
|
|
|
|
–
|
|
Change in other liabilities (including long-term amounts)
|
|
|
23
|
|
|
|
(13
|
)
|
|
|
(4
|
)
|
|
|
(15
|
)
|
|
|
(7
|
)
|
|
|
(2
|
)
|
|
|
20
|
|
Income tax paid
|
|
|
(50
|
)
|
|
|
(26
|
)
|
|
|
(7
|
)
|
|
|
(29
|
)
|
|
|
(14
|
)
|
|
|
(4
|
)
|
|
|
(88
|
)
|
Income tax received
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
Net cash from operating activities
|
|
|
443
|
|
|
|
355
|
|
|
|
102
|
|
|
|
204
|
|
|
|
278
|
|
|
|
80
|
|
|
|
781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment
|
|
|
(151
|
)
|
|
|
(237
|
)
|
|
|
(67
|
)
|
|
|
(83
|
)
|
|
|
(144
|
)
|
|
|
(42
|
)
|
|
|
(295
|
)
|
Acquisition of intangible assets
|
|
|
(41
|
)
|
|
|
(94
|
)
|
|
|
(27
|
)
|
|
|
(19
|
)
|
|
|
(47
|
)
|
|
|
(13
|
)
|
|
|
(73
|
)
|
Change in current investments, net
|
|
|
(4
|
)
|
|
|
(76
|
)
|
|
|
(22
|
)
|
|
|
(3
|
)
|
|
|
(77
|
)
|
|
|
(22
|
)
|
|
|
(9
|
)
|
Payments for other derivative contracts, net
|
|
|
–
|
|
|
|
(3
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
(2
|
)
|
|
|
(1
|
)
|
|
|
–
|
|
Proceeds from sale of property,
plant and equipment
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2
|
|
Interest received
|
|
|
7
|
|
|
|
8
|
|
|
|
2
|
|
|
|
1
|
|
|
|
4
|
|
|
|
1
|
|
|
|
11
|
|
Proceeds from sale of shares in a consolidated company, net of cash disposed (see Note 8)
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
–
|
|
Net cash used in investing activities
|
|
|
(188
|
)
|
|
|
(410
|
)
|
|
|
(117
|
)
|
|
|
(103
|
)
|
|
|
(274
|
)
|
|
|
(79
|
)
|
|
|
(364
|
)
|
*
See Note 3 regarding the early adoption of IFRS 15,
Revenue from Contracts with Customers.
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Condensed
Consolidated Interim Statements of Cash Flows (cont'd)
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
Convenience
|
|
|
|
|
|
|
|
|
translation
|
|
|
|
|
|
translation
|
|
|
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
into US dollar
|
|
|
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
|
(Note 2D)
|
|
|
|
|
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,
|
|
|
|
2016
|
|
|
|
2017
|
*
|
|
|
2017
|
*
|
|
|
2016
|
|
|
|
2017
|
*
|
|
|
2017
|
*
|
|
|
2016
|
|
|
|
|
NIS millions
|
|
|
|
US$ millions
|
|
|
|
NIS millions
|
|
|
|
US$ millions
|
|
|
|
NIS millions
|
|
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
|
|
|
(Unaudited)
|
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for derivative contracts, net
|
|
|
(6
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(13
|
)
|
Long term loans from financial institutions
|
|
|
200
|
|
|
|
200
|
|
|
|
57
|
|
|
|
200
|
|
|
|
200
|
|
|
|
57
|
|
|
|
340
|
|
Repayment of debentures
|
|
|
(385
|
)
|
|
|
(514
|
)
|
|
|
(147
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(732
|
)
|
Proceeds from issuance of debentures, net of issuance costs
|
|
|
250
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
653
|
|
Dividend paid
|
|
|
(1
|
)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(1
|
)
|
Interest paid
|
|
|
(92
|
)
|
|
|
(86
|
)
|
|
|
(25
|
)
|
|
|
–
|
|
|
|
(8
|
)
|
|
|
(2
|
)
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash from (used in) financing activities
|
|
|
(34
|
)
|
|
|
(400
|
)
|
|
|
(115
|
)
|
|
|
200
|
|
|
|
192
|
|
|
|
55
|
|
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in cash and cash equivalents
|
|
|
221
|
|
|
|
(455
|
)
|
|
|
(130
|
)
|
|
|
301
|
|
|
|
196
|
|
|
|
56
|
|
|
|
479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the beginning of the period
|
|
|
761
|
|
|
|
1,240
|
|
|
|
355
|
|
|
|
681
|
|
|
|
589
|
|
|
|
169
|
|
|
|
761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the end of the period
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
982
|
|
|
|
785
|
|
|
|
225
|
|
|
|
1,240
|
|
*
See Note 3 regarding the early adoption of IFRS 15,
Revenue from Contracts with Customers.
The accompanying notes are an integral part
of these condensed consolidated interim financial statements.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 1 - General
|
A.
|
Cellcom
Israel Ltd. (the "Company") is a company incorporated and domiciled in Israel and its official address is 10 Hagavish
Street, Netanya 4250708, Israel. The condensed consolidated interim financial statements of the Group as at June 30, 2017
comprise
the Company and its subsidiaries (together referred to as the "Group"). The Group operates and maintains a cellular mobile
telephone system in Israel and provides cellular and landline telecommunications services, internet infrastructure and connectivity
services, international calls services and television over the internet services (known as Over the Top TV services, or OTT TV
services). The Company is a subsidiary of Discount Investment Corporation (the parent company "DIC"), which is controlled
by IDB Development Corporation Ltd., or IDB.
|
|
B.
|
Material event in the reporting period - Change in estimate
|
In the reporting period, the Company has changed the expected useful life of certain intangible asset items. For further information,
see Note 2E, regarding the basis of preparation of the financial statements.
Note 2 - Basis of Preparation
|
A.
|
Statement
of compliance
|
These
condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting
and do not include all of the information required for full annual financial statements. They should be read in conjunction with
the financial statements as at and for the year ended December 31, 2016 (hereinafter - “the annual financial statements”).
These
condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on August
4, 2017.
|
B.
|
Functional
and presentation currency
|
These
condensed consolidated financial statements are presented in New Israeli Shekel ("NIS"), which is the Group's functional
currency, and are rounded to the nearest million. NIS is the currency that represents the primary economic environment in which
the Group operates.
These
condensed consolidated financial statements have been prepared
on the basis of historical
cost except for the following assets and liabilities: current investments and derivative financial instruments that are measured
at fair value through profit or loss, deferred tax assets and liabilities, assets and liabilities in respect of employee benefits
and provisions.
|
D.
|
Convenience
translation into U.S. dollars (“dollars” or “$”)
|
For
the convenience of the reader, the reported NIS figures as of and for the six and three month periods ended June 30, 2017, have
been presented in dollars, translated at the representative rate of exchange as of June 30, 2017 (NIS 3.496 = US$ 1.00). The dollar
amounts presented in these financial statements should not be construed as representing amounts that are receivable or payable
in dollars or convertible into dollars, unless otherwise indicated.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 2 - Basis of Preparation (cont'd)
|
E.
|
Use
of estimates and judgments
|
Except
as described below, the estimates and underlying assumptions that were applied in the preparation of these interim financial statements
are consistent with those applied in the preparation of the annual financial statements.
During
the six and three month periods ended June 30, 2017, management has updated an estimate as follows:
Towards
the end of the Company's 2G and 3G frequencies (the "Frequencies") original amortization period, the Company's annual
depreciation committee examined the estimated useful life of the Frequencies. Based on Company's estimate, the Company will continue
to use the Frequencies at least for the next 10 years.
The
estimated useful life of the Frequencies was determined in the past according to the period of the Company's cellular license
(until 2022).
According
to applicable law, the Company's cellular license may be extended for additional 6-year periods, subject to the requirements set
in the license. The Company estimates that based on its experience and acquaintance with the communications market in Israel,
if current conditions continue, there is high probability that the license will be extended for an additional term of 6 years.
In
light of the aforesaid, the estimated useful life of the Frequencies has been re-evaluated for the first time, for an additional
period of ten years, starting from the beginning of the second quarter of 2017 and ending in 2028 (instead of 18-20 years ending
in 2022, as originally estimated).
The
effect of this change on the condensed consolidated interim financial statements, in current and future periods is as follows:
|
|
For the six month period ended June 30, 2017
|
|
For the three month period ended June 30, 2017
|
|
For the six month period ending December 31, 2017
|
|
Subsequently
|
|
|
(Unaudited)
|
|
|
NIS Millions
|
Decrease (increase) in depreciation expenses
|
|
|
4
|
|
|
|
4
|
|
|
|
8
|
|
|
|
(12
|
)
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 2 - Basis of Preparation (cont'd)
|
F.
|
Exchange rates and known Consumer Price Indexes are as follows:
|
|
Exchange rates
of
US$
|
Consumer Price
Index
(points)*
|
As of June 30, 2017
|
3.496
|
222.23
|
As of June 30, 2016
|
3.846
|
220.46
|
As of December 31, 2016
|
3.845
|
220.68
|
|
|
|
Increase (decrease) during the period:
|
|
|
|
|
|
Six months ended June 30, 2017
|
(9.08%)
|
0.70%
|
Six months ended June 30, 2016
|
(1.44%)
|
(0.40%)
|
Three months ended June 30, 2017
|
(3.74%)
|
0.90%
|
Three months ended June 30, 2016
|
2.12%
|
0.51%
|
Year ended December 31, 2016
|
(1.46%)
|
(0.30%)
|
*According to 1993
base index.
Note 3 - Significant Accounting Policies
Except as described below, the accounting
policies of the Group in these condensed consolidated interim financial statements are the same as those applied in the annual
financial statements.
Below is a description of the essence of
the change made in the accounting policies used in the condensed consolidated interim financial statement and its effect:
Adoption of a new standard effective
January 1, 2017
IFRS15,
Revenue
from Contracts with Customers
Effective January 1, 2017 the
Group early adopted International Financial Reporting Standard 15 (“IFRS 15” or “the standard”), which
provides guidance on revenue recognition.
The standard introduces a new
five step model for recognizing revenue from contracts with customers:
|
1.
|
Identifying the contract with the customer.
|
|
2.
|
Identifying separate performance obligations in the contract.
|
|
3.
|
Determining the transaction price.
|
|
4.
|
Allocating the transaction price to separate performance obligations.
|
|
5.
|
Recognizing revenue when the performance obligations are satisfied.
|
The standard was applied using
the cumulative effect approach as from the initial date of application, with an adjustment to the balance of retained earnings
as at January 1, 2017 and without restating comparative data.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note
3 - Significant Accounting Policies (cont'd)
In the framework of the initial
application of the standard, the Group has chosen to apply the following expedients:
|
1.
|
Application of the cumulative effect approach only for contracts not completed at the transition
date; and
|
|
2.
|
Examining the aggregate effect of contract changes that occurred before the date of initial application,
instead of examining each change separately.
|
The main impact of the standard
on the Group's financial statements is that customer acquisition costs are capitalized when it is expected that the Group will
recover these costs, instead of recognizing these costs in profit or loss as incurred, as was done prior to the adoption of the
standard. Accordingly, incremental incentives and commissions paid to Group employees and resellers for securing contracts with
customers, are recognized as an asset and are amortized to profit or loss, in accordance with the expected service period from
these contracts (over a period of 2-3 years). Such customer acquisition costs capitalization, is expected to have a material positive
effect on the Group's results of operations in the coming years, which will be leveled off in later years.
In the statements of cash flows,
customer acquisition costs paid are presented as part of cash flows used in investing activities.
The Group
applies the practical exemption specified in the standard and recognizes customer acquisition costs in profit or loss when the
expected amortization period of these costs is one year or less.
In respect of contracts which
have not been concluded until the date of transition, such change did not have a material impact on the retained earnings at the
initial date of application.
The tables below present the
effects on the condensed consolidated interim statements of financial position as at June 30, 2017 and on the condensed consolidated
interim statements of income for the six and three month periods then ended, assuming that the previous revenue recognition policy
would have continued in that period:
The effect on the condensed
consolidated interim statements of financial position as at June 30, 2017:
|
|
According to
the previous
policy
|
|
Effect of the standard*
|
|
According to
IFRS 15
|
|
|
NIS millions
|
|
|
(Unaudited)
|
Intangible assets and others, net
|
|
|
1,180
|
|
|
|
48
|
|
|
|
1,228
|
|
Deferred tax liabilities
|
|
|
126
|
|
|
|
11
|
|
|
|
137
|
|
Retained earnings
|
|
|
1,357
|
|
|
|
37
|
|
|
|
1,394
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 3 - Significant Accounting Policies
(cont'd)
The effect on the condensed
consolidated interim statements of income for the six month period ended June 30, 2017:
|
|
According to the previous policy
|
|
Effect of the standard*
|
|
According to IFRS 15
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Revenues
|
|
|
1,921
|
|
|
|
–
|
|
|
|
1,921
|
|
Cost of revenues
|
|
|
(1,330
|
)
|
|
|
–
|
|
|
|
(1,330
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
591
|
|
|
|
–
|
|
|
|
591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses
|
|
|
(274
|
)
|
|
|
48
|
|
|
|
(226
|
)
|
General and administrative expenses
|
|
|
(208
|
)
|
|
|
–
|
|
|
|
(208
|
)
|
Other income, net
|
|
|
12
|
|
|
|
–
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
121
|
|
|
|
48
|
|
|
|
169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income
|
|
|
26
|
|
|
|
–
|
|
|
|
26
|
|
Financing expenses
|
|
|
(101
|
)
|
|
|
–
|
|
|
|
(101
|
)
|
Financing expenses, net
|
|
|
(75
|
)
|
|
|
–
|
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes on income
|
|
|
46
|
|
|
|
48
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
(12
|
)
|
|
|
(11
|
)
|
|
|
(23
|
)
|
Profit for the period
|
|
|
34
|
|
|
|
37
|
|
|
|
71
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
33
|
|
|
|
37
|
|
|
|
70
|
|
Non-controlling interests
|
|
|
1
|
|
|
|
–
|
|
|
|
1
|
|
Profit for the period
|
|
|
34
|
|
|
|
37
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in NIS)
|
|
|
0.33
|
|
|
|
0.37
|
|
|
|
0.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (in NIS)
|
|
|
0.33
|
|
|
|
0.36
|
|
|
|
0.69
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 3 - Significant Accounting Policies
(cont'd)
The effect on the condensed
consolidated interim statements of income for the three month period ended June 30, 2017:
|
|
According
to
the previous
policy
|
|
Effect of the standard*
|
|
According
to
IFRS 15
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Revenues
|
|
|
962
|
|
|
|
–
|
|
|
|
962
|
|
Cost of revenues
|
|
|
(665
|
)
|
|
|
–
|
|
|
|
(665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
297
|
|
|
|
–
|
|
|
|
297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and marketing expenses
|
|
|
(132
|
)
|
|
|
20
|
|
|
|
(112
|
)
|
General and administrative expenses
|
|
|
(95
|
)
|
|
|
–
|
|
|
|
(95
|
)
|
Other income, net
|
|
|
12
|
|
|
|
–
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
82
|
|
|
|
20
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing income
|
|
|
14
|
|
|
|
–
|
|
|
|
14
|
|
Financing expenses
|
|
|
(58
|
)
|
|
|
–
|
|
|
|
(58
|
)
|
Financing expenses, net
|
|
|
(44
|
)
|
|
|
–
|
|
|
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit before taxes on income
|
|
|
38
|
|
|
|
20
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes on income
|
|
|
(9
|
)
|
|
|
(4
|
)
|
|
|
(13
|
)
|
Profit for the period
|
|
|
29
|
|
|
|
16
|
|
|
|
45
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
|
29
|
|
|
|
16
|
|
|
|
45
|
|
Non-controlling interests
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Profit for the period
|
|
|
29
|
|
|
|
16
|
|
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in NIS)
|
|
|
0.29
|
|
|
|
0.16
|
|
|
|
0.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (in NIS)
|
|
|
0.29
|
|
|
|
0.16
|
|
|
|
0.45
|
|
|
*
|
According to the standard, incremental costs of obtaining
a contract with a customer are recognized as an asset when it is probable that the Group will recover those costs. Accordingly,
incremental incentives and commissions paid to Group employees and resellers for securing contracts with customers, are recognized
as an asset and amortized to profit or loss in accordance with the expected service period from these contracts.
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 4 - Operating Segments
The Group operates in two reportable segments, as described below, which are the Group's strategic business units. The strategic
business unit's allocation of resources and evaluation of performance are managed separately. The operating segments were determined
based on internal management reports reviewed by the Group's chief operating decision maker (CODM). The CODM does not examine
assets or liabilities for those segments and therefore, they are not presented.
|
Ÿ
|
Cellular segment - the segment includes the cellular communications services, cellular equipment
and supplemental services.
|
|
Ÿ
|
Fixed-line segment - the segment includes landline telephony services, internet infrastructure
and connectivity services, television services, landline equipment and supplemental services.
|
The accounting policies of the reportable
segments are the same as described in the annual financial statements in Note 3, regarding Significant Accounting Policies.
|
|
Six-month period ended June 30, 2017*
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
Cellular
|
|
Fixed-line
|
|
Reconciliation for consolidation
|
|
Consolidated
|
|
Reconciliation of subtotal Segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
External revenues
|
|
|
1,358
|
|
|
|
563
|
|
|
|
–
|
|
|
|
1,921
|
|
|
|
|
|
Inter-segment revenues
|
|
|
7
|
|
|
|
84
|
|
|
|
(91
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA**
|
|
|
317
|
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of reportable segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(269
|
)
|
Taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
Financing income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
Financing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(101
|
)
|
Share based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 4 - Operating Segments
(cont'd)
|
|
Six-month period ended June 30, 2016
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
Cellular
|
|
Fixed-line
|
|
Reconciliation for consolidation
|
|
Consolidated
|
|
Reconciliation of subtotal Segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
External revenues
|
|
|
1,554
|
|
|
|
497
|
|
|
|
–
|
|
|
|
2,051
|
|
|
|
|
|
Inter-segment revenues
|
|
|
8
|
|
|
|
90
|
|
|
|
(98
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA**
|
|
|
359
|
|
|
|
117
|
|
|
|
|
|
|
|
|
|
|
|
476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of reportable segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(267
|
)
|
Taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34
|
)
|
Financing income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
Financing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96
|
)
|
Share based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
103
|
|
|
|
Three-month period ended June 30, 2017*
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
Cellular
|
|
Fixed-line
|
|
Reconciliation for consolidation
|
|
Consolidated
|
|
Reconciliation of subtotal Segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
External revenues
|
|
|
670
|
|
|
|
292
|
|
|
|
–
|
|
|
|
962
|
|
|
|
|
|
Inter-segment revenues
|
|
|
3
|
|
|
|
39
|
|
|
|
(42
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA**
|
|
|
158
|
|
|
|
79
|
|
|
|
|
|
|
|
|
|
|
|
237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of reportable segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(136
|
)
|
Taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
Financing income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Financing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(58
|
)
|
Share based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 4 - Operating Segments
(cont'd)
|
|
Three-month period ended June 30, 2016
|
|
|
NIS millions
|
|
|
(Unaudited)
|
|
|
Cellular
|
|
Fixed-line
|
|
Reconciliation for consolidation
|
|
Consolidated
|
|
Reconciliation of subtotal Segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
External revenues
|
|
|
780
|
|
|
|
249
|
|
|
|
–
|
|
|
|
1,029
|
|
|
|
|
|
Inter-segment revenues
|
|
|
4
|
|
|
|
45
|
|
|
|
(49
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA**
|
|
|
181
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of reportable segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(132
|
)
|
Taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16
|
)
|
Financing income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
Financing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
Share based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
Profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
Year ended December 31, 2016
|
|
|
NIS millions
|
|
|
(Audited)
|
|
|
Cellular
|
|
Fixed-line
|
|
Reconciliation for consolidation
|
|
Consolidated
|
|
Reconciliation of subtotal Segment EBITDA to profit for the period
|
|
|
|
|
|
|
|
|
|
|
|
External revenues
|
|
|
2,981
|
|
|
|
1,046
|
|
|
|
–
|
|
|
|
4,027
|
|
|
|
|
|
Inter-segment revenues
|
|
|
17
|
|
|
|
183
|
|
|
|
(200
|
)
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITDA**
|
|
|
625
|
|
|
|
233
|
|
|
|
–
|
|
|
|
|
|
|
|
858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of reportable segment EBITDA to profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(534
|
)
|
Taxes on income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10
|
)
|
Financing income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46
|
|
Financing expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(196
|
)
|
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
Share based payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6
|
)
|
Profit for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 4 - Operating Segments
(cont'd)
* See Note 3 regarding the early adoption
of IFRS 15,
Revenue from Contracts with Customers.
** Segment EBITDA as reviewed by the Group's
CODM, represents earnings before interest (financing expenses, net), taxes, other income (expenses) (except for an expense in the
amount of approximately NIS 13 million in respect of voluntary retirement plan for employees, which has been recorded in the second
quarter of 2016 and a capital gain in the amount of approximately NIS 10 million due to a sale of a subsidiary which has been recorded
in the second quarter of 2017 (see Note 8, regarding Sale of Indirect Subsidiary)), depreciation and amortization and share based
payments, as a measure of operating profit. Segment EBITDA is not a financial measure under IFRS and may not be comparable to other
similarly titled measures for other companies.
Note 5 - Debentures and Long-term Loans
from Financial Institutions
Debentures
In June 2017, the Company entered into
an agreement with certain Israeli institutional investors, according to which the Company irrevocably undertook to issue to the
institutional investors, and the institutional investors irrevocably undertook to purchase from the Company, NIS 220 million aggregate
principal amount of additional debentures of the existing series K debentures (which are listed on the Tel Aviv Stock Exchange,
or TASE), on July 1, 2018, or the Agreed Date.
The price was set at NIS 1.011 for each
Series K debenture (which bear a stated interest rate of 3.55% per annum) of NIS 1 principal amount, or a total consideration of
approximately NIS 222 million, reflecting an effective interest yield of 3.6% per annum. The Company is required to pay a certain
commitment fee to the institutional investors. In case the debentures' rating on the Agreed Date shall be il(A-) or below, the
price shall be reduced to NIS 1.001 for each Series K debenture of NIS 1 principal amount.
The closing of the issuance will be subject
to certain customary conditions, including: the receipt of the TASE's approval, the absence of any event of default under the series
K debentures indenture, the Company having an Israeli shelf prospectus in force, and satisfaction of the conditions set out in
the series K debentures indenture for the issuance of additional K debentures (meaning, aside from the no events of default condition
detailed above, that the issuance of additional debentures itself will not cause a rating downgrade compared to the rating prior
to such issuance, and that the Company meets the financial covenants applicable to the series K debentures on the date of such
issuance and thereafter). In June 2017, the TASE granted the Company the said requisite approval.
In relation to the said offering, the Company's
rating agency reaffirmed the rating of ilA+/stable for the Company and its debentures.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 5 - Debentures and Long-term Loans
from Financial Institutions (cont'd)
Long-term Loans from Financial Institutions
|
a.
|
In June 2017, the Company entered into a loan agreement with an Israeli bank that provided the
Company a similar loan in August 2015 (the "Lender" and the "2015 Loan Agreement", respectively), according
to which the Lender has agreed, subject to certain customary conditions, to provide the Company a deferred loan in a principal
amount of NIS 150 million, unlinked, which will be provided to the Company in March 2019, and will bear an annual fixed interest
of 4%. The loan's principal amount will be payable in four equal annual payments on March 31 of each of the years 2021 through
and including 2024 and the interest will be payable in ten semi-annual installments on March 31 and September 30 of each calendar
year commencing September 30,2019 through and including March 31, 2024. Until the provision of the loan, the Company is required
to pay the Lender a commitment fee.
|
The agreement includes similar terms
and obligations to those included in the Company's August 2015 loan agreement (for additional details, see Note 17(2) to the
annual financial statements, regarding long-term loans from financial institutions) and applies the right to demand immediate
repayment of either or both agreements due to certain events of default under either agreement.
|
b.
|
According to a loan agreement entered by the Company and two Israeli financial institutions in
May 2015 (for additional details, see Note 17(2) to the annual financial statements, regarding long-term loans from financial institutions),
in June 30, 2017 the second loan under the agreement in a principal amount of NIS 200 million was provided to the Company. The
loan is without linkage and the principal amount bears an annual fixed interest of 5.1%. The loan's principal amount will be payable
in four equal annual payments on June 30 of each of the years 2019 through 2022 (inclusive). The interest will be paid in ten semi-annual
installments on June 30 and December 31, of each calendar year commencing December 31, 2017 through and including June 30, 2022.
|
Note 6 - Revenues
Composition
|
|
Six months ended
June 30,
|
|
Three months ended
June 30,
|
|
Year ended December 31,
|
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
NIS millions
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from equipment
|
|
|
495
|
|
|
|
451
|
|
|
|
247
|
|
|
|
231
|
|
|
|
994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues from services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellular services
|
|
|
1,059
|
|
|
|
915
|
|
|
|
537
|
|
|
|
446
|
|
|
|
2,025
|
|
Land-line communications services
|
|
|
431
|
|
|
|
486
|
|
|
|
215
|
|
|
|
252
|
|
|
|
871
|
|
Other services
|
|
|
66
|
|
|
|
69
|
|
|
|
30
|
|
|
|
33
|
|
|
|
137
|
|
Total revenues from services
|
|
|
1,556
|
|
|
|
1,470
|
|
|
|
782
|
|
|
|
731
|
|
|
|
3,033
|
|
Total revenues
|
|
|
2,051
|
|
|
|
1,921
|
|
|
|
1,029
|
|
|
|
962
|
|
|
|
4,027
|
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments
Fair value
|
(1)
|
Financial instruments measured at fair value for disclosure purposes only
|
The book value of certain financial
assets and liabilities, including cash and cash equivalents, trade and other receivables, current investments, including derivatives,
loans, trade and other payables, including derivatives and other long-term liabilities, are equal or approximate to their fair
value.
The fair values of the remaining
financial liabilities and their book values as presented in the consolidated statements of financial position are as follows:
|
|
June 30,
|
|
December 31,
|
|
|
2016
|
|
2017
|
|
2016
|
|
|
Book value
|
|
Fair value*
|
|
Book value
|
|
Fair value*
|
|
Book value
|
|
Fair value*
|
|
|
NIS millions
|
|
NIS millions
|
|
NIS millions
|
Debentures including current maturities and accrued interest
|
|
|
(3,755
|
)
|
|
|
(4,103
|
)
|
|
|
(3,310
|
)
|
|
|
(3,625
|
)
|
|
|
(3,815
|
)
|
|
|
(4,112
|
)
|
|
*
|
The fair value of marketable debentures is determined
by reference to the market price at the reporting date (level 1), with the addition of principal and interest amounts, which were
paid during the following month after the end of the reporting period.
|
|
(2)
|
Fair value hierarchy of financial instruments measured at fair value
|
The table below analyses financial
instruments carried at fair value, using a valuation method in accordance with the fair value hierarchy level. The different levels
have been defined as follows:
|
Level 1:
|
quoted prices (unadjusted) in active markets for identical
instruments.
|
|
Level 2:
|
inputs other than quoted prices included within Level
1 that are observable, either directly or indirectly.
|
|
Level 3:
|
inputs that are not based on observable market data (unobservable
inputs).
|
|
|
June 30, 2017
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
NIS millions
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current investments in debt securities
|
|
|
354
|
|
|
|
–
|
|
|
|
–
|
|
|
|
354
|
|
Derivatives
|
|
|
–
|
|
|
|
6
|
|
|
|
–
|
|
|
|
6
|
|
Total assets
|
|
|
354
|
|
|
|
6
|
|
|
|
–
|
|
|
|
360
|
|
Financial liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives at fair value through profit or loss
|
|
|
–
|
|
|
|
(19
|
)
|
|
|
–
|
|
|
|
(19
|
)
|
Total liabilities
|
|
|
–
|
|
|
|
(19
|
)
|
|
|
–
|
|
|
|
(19
|
)
|
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 7 - Financial Instruments
(cont'd)
|
(2)
|
Fair value hierarchy of financial instruments measured
at fair value (cont'd)
|
|
|
June 30, 2016
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
NIS millions
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current investments in debt securities
|
|
|
282
|
|
|
|
–
|
|
|
|
–
|
|
|
|
282
|
|
Derivatives
|
|
|
–
|
|
|
|
2
|
|
|
|
–
|
|
|
|
2
|
|
Total assets
|
|
|
282
|
|
|
|
2
|
|
|
|
–
|
|
|
|
284
|
|
Financial liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives at fair value through profit or loss
|
|
|
–
|
|
|
|
(29
|
)
|
|
|
–
|
|
|
|
(29
|
)
|
Total liabilities
|
|
|
–
|
|
|
|
(29
|
)
|
|
|
–
|
|
|
|
(29
|
)
|
|
|
December 31, 2016
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
NIS millions
|
Financial assets at fair value through profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current investments in debt securities
|
|
|
282
|
|
|
|
–
|
|
|
|
–
|
|
|
|
282
|
|
Derivatives
|
|
|
–
|
|
|
|
2
|
|
|
|
–
|
|
|
|
2
|
|
Total assets
|
|
|
282
|
|
|
|
2
|
|
|
|
–
|
|
|
|
284
|
|
Financial liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives at fair value through profit or loss
|
|
|
–
|
|
|
|
(17
|
)
|
|
|
–
|
|
|
|
(17
|
)
|
Total liabilities
|
|
|
–
|
|
|
|
(17
|
)
|
|
|
–
|
|
|
|
(17
|
)
|
During the
reporting period, there have been no transfers between Levels 1 and 2.
|
(3)
|
Valuation methods to determine fair value
|
Foreign
currency options - fair value is measured based on the Black-Scholes formula.
Forward
contracts - fair value is measured on the basis of discounting the difference between the forward price in the contract and the
current forward price for the residual period until redemption using market interest rates appropriate for similar instruments,
including the adjustments required for the parties’ credit risks.
Note 8 - Sale of Indirect Subsidiary
In May 2017, a wholly
owned indirect subsidiary of the Company, 013 Netvision Ltd., or Netvision, has entered an agreement for the sale of its holdings
in Internet Rimon Israel 2009 Ltd., or Rimon, a subsidiary of Netvision, to the other shareholders of Rimon. In June 2017, the
sale of Netvision's holdings in Rimon was completed, following which the Company recorded a capital gain of approximately NIS 10
million. The consideration shall be paid to Netvision in several installments over a period of two years from the closing of the
transaction.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 9 - Commitments
In March 2017 and in April 2017, the Company's
network sharing and hosting services agreements with Marathon 018 Xfone Ltd. (which has not entered the cellular market yet) and
with Electra Consumer Products Ltd., or Electra, respectively, came into effect after their respective preliminary conditions
were met and the Company's agreement with Electra was adopted by Golan Telecom Ltd., or Golan Telecom, upon completion of its
share capital being purchased by Electra.
Upon completion of the Company's network
sharing and hosting services agreement with Electra/Golan Telecom, or the Network Sharing Agreement, a loan in an amount of NIS
130 million was provided to Golan Telecom according to the terms of such agreement.
According to the terms of the Network
Sharing Agreement, part of the consideration is recognized as revenues and part is recognized as a reduction of operation costs.
The Network Sharing Agreement includes
a number of performance obligations for revenue recognition purposes:
|
·
|
Right of Use (IRU) to Golan Telecom to the passive elements of the Company;
|
|
·
|
Right of Use (IRU) to Golan Telecom in half of the existing active elements of the 3G and 4G network
and 2G hosting services;
|
|
·
|
Transmission services to Golan Telecom.
|
In addition, Golan Telecom shall pay the
Company for participation in network expenses, according to a mechanism as set forth in the Network Sharing Agreement, including
for development and operations services to the 3G and 4G shared network.
For additional details, see Note 30(6)
to the annual financial statements.
Note
10 - Contingent Liabilities
In the ordinary course
of business, the Group is involved in various lawsuits against it. The costs that may result from these lawsuits are only accrued
for when it is more likely than not that a liability, resulting from past events, will be incurred and the amount of that liability
can be quantified or estimated within a reasonable range. The amount of the provisions recorded is based on a case-by-case assessment
of the risk level, while events that occur in the course of the litigation may require a reassessment of this risk. The Group’s
assessment of risk is based both on the advice of its legal counsels and on the Group's estimate of the probable settlements amounts
that are expected to be incurred, if such settlements will be agreed by both parties. The provision recorded in the condensed consolidated
interim financial statements as of June 30 2017, in respect of all lawsuits against the Group amounts to approximately NIS 56 million.
Described hereunder are details regarding
new purported class actions which have been added during the reporting period or updates on lawsuits which were included in the
annual financial statements. The amounts presented below are calculated based on the claims amounts as of the date of their submission
to the Group and refer to the sum estimated by the plaintiffs, if the lawsuit is certified as a class action.
Consumer claims
In the ordinary course of business,
lawsuits have been filed against the Group by its customers. These are mostly requests for approval of class action lawsuits, particularly
concerning allegations of illegal collection of funds, unlawful conduct or breach of license, or a breach of agreements with customers,
causing monetary and non-monetary damage to them. During the reporting period, five purported class actions have been filed against
the Group (two of which were included in Note 31(1) to the annual financial statements): three purported class actions against
the Group in the total sum estimated by the plaintiffs to be approximately NIS 18 million and two purported class actions against
the Group, without specifying the amount claimed from the Group. At this early stage, it is not possible to assess their chances
of success.
Cellcom Israel Ltd. and Subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
Note 10 - Contingent Liabilities (cont'd)
Consumer claims (cont'd)
During the reporting period,
twelve purported class actions (six of which were reported as dismissed in Note 31(1) to the annual financial statements), were
concluded: eight purported class actions against the Group for a total sum of approximately NIS 487 million, a purported class
action against the Group, in which the amount claimed has not been quantified by the plaintiffs, two purported class actions against
the Group and other defendants together in which the amount claimed has not been quantified by the plaintiffs and a purported class
action for approximately NIS 6.7 billion, that has been filed against the Group and other defendants together.
In December 2016, the District
court partially approved a request to certify a lawsuit filed against the Company in July 2014 as a class action, relating to an
allegation that the commercial messages the Company sent to its subscribers failed to meet the requirements by applicable law.
In January 2017, the plaintiffs appealed the dismissal of the allegations which were not approved, to the Supreme Court. The total
amount claimed was estimated by the plaintiffs to be approximately NIS 21 million.
In January 2017, the District
court partially approved a request to certify a lawsuit filed against the Group in February 2013 as a class action, relating to
an allegation that the Group failed to disconnect customers within the time frame set in its license and applicable law. In March
2017, the plaintiffs appealed the dismissal of the allegations which were not approved, to the Supreme Court. The total amount
claimed was estimated by the plaintiffs to be approximately NIS 72 million.
After the end of the reporting
period, a purported class action has been filed against the Group, in a total amount estimated by the plaintiffs to be approximately
NIS 272 million, if the lawsuit is certified as a class action. At this early stage it is not possible to assess its chances of
success.
After the end of the reporting
period, a purported class action against the Group and other defendants, in which the amount claimed has not been quantified by
the plaintiffs, was concluded.
Described hereunder are purported
class actions against the Group, in which the amount claimed was NIS 1 billion or more:
|
1.
|
In March 2015, a purported class action in a total amount estimated by the plaintiffs to be approximately
NIS 15 billion, if the lawsuit is certified as a class action, was filed against the Company, by plaintiffs alleging to be subscribers
of the Company, in connection with allegations that the Company unlawfully violated the privacy of its subscribers. In February
2017, a settlement agreement was filed with the court and proceedings are still pending.
|
|
2.
|
In December 2015, a purported class action was filed against the Company and two other defendants,
alleging that the defendants unlawfully offer cellular pre-paid calling cards for very high prices by allegedly coordinating such
prices among them. The total amount claimed from all defendants, including the Company, had the lawsuit been certified as a class
action, was estimated by the plaintiffs to be approximately NIS 13 billion, out of which, based on the data specified in the lawsuit
by the plaintiffs, an estimated amount of approximately NIS 6.7 billion was claimed from the Company. In September 2016, the purported
class action was dismissed by the District Court. In November 2016, the plaintiffs filed an appeal regarding the District Court's
decision and in January 2017, the Supreme Court dismissed their appeal.
|
Signatures
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
CELLCOM ISRAEL
LTD.
|
Date:
|
August 4, 2017
|
|
By:
|
/s/ Liat Menahemi Stadler
|
|
|
|
|
Name:
|
Liat Menahemi Stadler
|
|
|
|
|
Title:
|
VP Legal and Corporate Secretary
|
Cellcom Israel (NYSE:CEL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Cellcom Israel (NYSE:CEL)
Historical Stock Chart
From Apr 2023 to Apr 2024