SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Report on Form 6-K dated
 
August 11, 2022

Partner Communications Company Ltd.
(Translation of Registrant’s Name Into English)
 
8 Amal Street
Afeq Industrial Park
Rosh Ha’ayin 48103
Israel
                       
(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.)
 
Form 20-F   Form 40-F
 
(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.)
 
Yes   No
 
(If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-               )
 
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 4, 2002 (Registration No. 333-101652), September 5, 2006 (Registration No. 333-137102), September 11, 2008 (Registration No. 333-153419), August 17, 2015 (Registration No. 333-206420), November 12, 2015 (Registration No. 333-207946), March 14, 2016 (Registration No. 333-210151) and on December 27, 2017 (Registration No. 333-222294), November 21, 2018 (Registration No. 333-228502)
 
Enclosure: Partner Communications reports second quarter 2022 results



 
PARTNER COMMUNICATIONS REPORTS
SECOND QUARTER 2022 RESULTS1
 
QUARTERLY ADJUSTED EBITDA2 TOTALED NIS 276 MILLION
NET DEBT2 TOTALED NIS 706 MILLION
 
QUARTERLY CELLULAR SUBSCRIBER GROWTH TOTALED 32 THOUSAND
 
PARTNER’S FIBER-OPTIC SUBSCRIBER BASE TOTALS 258 THOUSAND 
AS OF TODAY
 
 THE NUMBER OF HOUSEHOLDS IN BUILDINGS CONNECTED TO PARTNER’S 
FIBER-OPTIC INFRASTRUCTURE TOTALS 866 THOUSAND AS OF TODAY 
 
Second quarter 2022 highlights (compared with second quarter 2021)
 
Total Revenues: NIS 859 million (US$ 245 million), an increase of 2%
Service Revenues: NIS 706 million (US$ 202 million), an increase of 9%
Equipment Revenues: NIS 153 million (US$ 44 million), a decrease of 20%
Total Operating Expenses (OPEX)2: NIS 469 million (US$ 134 million), a decrease of 3%
Adjusted EBITDA: NIS 276 million (US$ 79 million), an increase of 30%
Profit for the Period: NIS 47 million (US$ 13 million), an increase of NIS 38 million
Adjusted Free Cash Flow (before interest)2: NIS 57 million (US$ 16 million), an increase of NIS 49 million
Cellular ARPU: NIS 49 (US$ 14), an increase of 2%
Cellular Subscriber Base: approximately 3.1 million subscribers at quarter-end, an increase of 4%
Fiber-Optic Subscriber Base: 250 thousand subscribers at quarter-end, an increase of 77 thousand since Q2 2021, and an increase of 17 thousand in the quarter
Homes Connected (HC) to Partner's Fiber-Optic Infrastructure: 837 thousand at quarter-end, an increase of 266 thousand since Q2 2021, and an increase of 67 thousand in the quarter
Infrastructure-Based Internet Subscriber Base: 395 thousand subscribers at quarter-end, an increase of 41 thousand since Q2 2021, and an increase of 8 thousand in the quarter
TV Subscriber Base: 224 thousand subscribers at quarter-end, an increase of 1 thousand subscribers since Q2 2021, and a decrease of 1 thousand in the quarter
 

1 The quarterly financial results are unaudited.
2  For the definition of this and other Non-GAAP financial measures, see “Use of Non-GAAP Financial Measures” in this press release.

2


Rosh Ha’ayin, Israel, August 11, 2022 Partner Communications Company Ltd. (“Partner” or the “Company”) (NASDAQ and TASE: PTNR), a leading Israeli communications provider, announced today its results for the quarter ended June 30, 2022.
 
Commenting on the results for the second quarter 2022, Mr. Avi Gabbay, CEO of Partner, noted:
 
"We are pleased with the good results which reflect stability and growth. We will continue to invest in infrastructure and fiber and 5G services in order to bring more value to our customers."
 
Mr. Tamir Amar, Partner's Deputy CEO & Chief Financial Officer, commented on the results:
 
"In the second quarter of 2022 we report the highest revenues in the past six years, due to growth in both the cellular and fixed-line segments. Together with a decrease in the level of OPEX, we have succeeded in bringing about an increase in profit and profitability compared to the corresponding quarter last year.
 
Adjusted EBITDA presented for the second quarter of 2022 was the highest in the past seven years and totaled NIS 276 million, an increase of 30% compared to NIS 213 million in the corresponding quarter last year.
 
Partner continues with the expedited 5G infrastructure deployment and expects to achieve over 40% population coverage by the end of the year. The cellular subscriber base increased in the quarter by 32 thousand subscribers, of which 25 thousand were Post-Paid subscribers. Excluding the churn of Ministry of Education subscribers who joined for limited periods, the cellular churn rate in the second quarter of 2022 totaled just 6.6%. For the first time in five quarters, Partner recorded an increase in Cellular ARPU.  In the second quarter, ARPU totaled NIS 49 compared to NIS 48 in previous quarters. The increase reflected, among other things, an increase in roaming service revenues that was partially offset by the continued price erosion and by a decrease in interconnect revenues.
 
As we have stated before, Partner considers fiber-optic deployment to be a significant growth engine in its activity. The number of Homes Connected within buildings connected to our fiber-optic infrastructure reached 837 thousand at the end of second quarter of 2022, an increase of 67 thousand in the quarter. As of today, the number of Homes Connected within buildings connected to our fiber-optic infrastructure totals 866 thousand. The fiber-optic subscriber base totaled 250 thousand at the end of the quarter, reflecting a 30% penetration rate from potential customers in connected buildings, unchanged from the rate at the end of the previous quarter and the corresponding quarter last year. The increase in the fiber-optic subscriber base in the quarter was negatively impacted by the relatively low number of working days and totaled 17 thousand. As of today, the fiber-optic subscriber base totals 258 thousand.
 
Adjusted Free Cash Flow (before interest and including lease payments) for the quarter totaled NIS 57 million. CAPEX payments in the second quarter of 2022 totaled NIS 174 million. For the first half of 2022, the increase of CAPEX payments compared to first half of 2021 totaled NIS 56 million, reflecting the acceleration of the fiber-optic deployment plan, with the goal of reaching approximately one million households by the end of the year.
 
Net debt was NIS 706 million at the end of the quarter, compared with NIS 670 million at the end of the corresponding quarter last year, an increase of NIS 36 million. The Company's net debt to Adjusted EBITDA ratio stood at 0.7 at the end of the quarter, compared to a ratio of 0.8 in the corresponding quarter last year."

3


Q2 2022 compared with Q2 2021
 
NIS Million (except EPS)
Q2’21
Q2’22
Comments
Service Revenues
649
706
The increase reflected growth in both cellular and fixed-line services, due to an increase in cellular roaming services and subscriber growth in cellular and fiber-optics
Equipment Revenues
191
153
The decrease reflected lower sales in both the cellular and fixed-line segments
Total Revenues
840
859
 
Gross profit from equipment sales
39
28
 
OPEX
485
469
The decrease mainly reflected a decrease in credit losses, a one-time decrease in network operating expenses and a decrease in wholesale expenses, which were partially offset by increases in roaming expenses and payroll and related expenses
Operating profit
30
85
 
Adjusted EBITDA
213
276
 
Adjusted EBITDA as a percentage of total revenues
25%
32%
 
Profit for the period
9
47
 
Earnings per share (basic, NIS)
0.05
0.26
 
Capital Expenditures (cash)
139
174
 
Adjusted free cash flow (before interest payments)
8
57
 
Net Debt
670
706
 

Key Performance Indicators
 
 
Q2'21
Q1’22
Q2’22
Change Q1 to Q2
Reported Cellular Subscribers (end of period, thousands)
2,970
3,063
3,095
Post-Paid: Increase of 25 thousand (including 5 thousand packages from the Ministry of Education)
Pre-Paid: Increase of 7 thousand
Cellular Subscribers (end of period, thousands) excluding packages for Ministry of Education
2,893
2,988
3,015
Post-Paid: Increase of 20 thousand
Pre-Paid: Increase of 7 thousand
Monthly Average Revenue per Cellular User (ARPU) (NIS)
48
48
49
 
Reported Quarterly Cellular Churn Rate (%)
7.2%
7.0%
6.7%
 
Quarterly Cellular Churn Rate (%) excluding packages for the Ministry of Education
7.4%
6.7%
6.6%
 
Fiber-Optic Subscribers (end of period, thousands)
173
233
250
Increase of 17 thousand subscribers
Homes Connected to the Fiber-Optic Infrastructure (HC) (end of period, thousands)
571
770
837
Increase of 67 thousand households
Infrastructure-Based Internet Subscribers (end of period, thousands)
354
387
395
Increase of 8 thousand subscribers
TV Subscribers (end of period, thousands)
223
225
224
Decrease of 1 thousand subscribers
 
4


Partner Consolidated Results
 
 
Cellular Segment
Fixed-Line Segment
Elimination
Consolidated
NIS Million
Q2'21
Q2'22
Change %
Q2'21
Q2'22
Change %
Q2'21
Q2'22
Q2'21
Q2'22
Change %
Total Revenues
577
592
+3%
296
297
 
(33)
(30)
840
859
+2%
Service Revenues
420
457
+9%
262
279
+6%
(33)
(30)
649
706
+9%
Equipment Revenues
157
135
-14%
34
18
-47%
-
-
191
153
-20%
Operating Profit (Loss)
35
82
+134%
(5)
3
 
-
-
30
85
+183%
Adjusted EBITDA
139
187
+35%
74
89
+20%
-
-
213
276
+30%

Financial Review
 
In Q2 2022, total revenues were NIS 859 million (US$ 245 million), an increase of 2% from NIS 840 million in Q2 2021.
 
Service revenues in Q2 2022 totaled NIS 706 million (US$ 202 million), an increase of 9% from NIS 649 million in Q2 2021.
 
Service revenues for the cellular segment in Q2 2022 totaled NIS 457 million (US$ 131 million), an increase of 9% from NIS 420 million in Q2 2021. The increase was mainly the result of higher roaming service revenues, reflecting the return of international air travel almost to pre-COVID 19 levels, and the growth of the cellular subscriber base. These increases were partially offset by the continued price erosion, although to a lesser degree than in the past, and a decrease in interconnect revenues.
 
Service revenues for the fixed-line segment in Q2 2022 totaled NIS 279 million (US$ 80 million), an increase of 6% from NIS 262 million in Q2 2021. The increase mainly reflected higher revenues from the growth in internet and TV services, which were partially offset by a decline in revenues from international calling services.
 
Equipment revenues in Q2 2022 totaled NIS 153 million (US$ 44 million), a decrease of 20% from NIS 191 million in Q2 2021, mainly reflecting a lower average price per sale mainly due to a change in the sales mix in the cellular segment, and a decrease in sales in the fixed-line segment, largely reflecting the Company’s decision in the final quarter of 2021 to move towards a leasing model of internet routers to private customers instead of a sales model.
 
Gross profit from equipment sales in Q2 2022 was NIS 28 million (US$ 8 million), compared with NIS 39 million in Q2 2021, a decrease of 28%, mainly reflecting the negative impact of foreign exchange rate movements, as well as the change in the sales mix in the cellular segment and the decrease in fixed-line segment sales.
 
Total operating expenses (‘OPEX’) totaled NIS 469 million (US$ 134 million), in Q2 2022, a decrease of 3% or NIS 16 million from Q2 2021, mainly reflecting a decrease in credit loss expenses, a one-time decrease in cellular network operating expenses and a decrease in fixed-line segment wholesale expenses. The decreases were partially offset by increases in roaming expenses and payroll and related expenses. Including depreciation and amortization expenses and other expenses (mainly amortization of employee share-based compensation), OPEX in Q2 2022 decreased by 1% compared with Q2 2021.

5

 
Operating profit for Q2 2022 was NIS 85 million (US$ 24 million), an increase of 183% compared with NIS 30 million in Q2 2021.
 
Adjusted EBITDA in Q2 2022 totaled NIS 276 million (US$ 79 million), an increase of 30% from NIS 213 million in Q2 2021. As a percentage of total revenues, Adjusted EBITDA in Q2 2022 was 32% compared with 25% in Q2 2021.
 
Adjusted EBITDA for the cellular segment was NIS 187 million (US$ 53 million) in Q2 2022, an increase of 35% from NIS 139 million in Q2 2021, largely reflecting the increase in service revenues as well as the decrease in credit losses expenses, and the one-time decrease in network operating expenses, which were partially offset by the decrease in gross profit from equipment sales and the increase in payroll and related expenses. As a percentage of total cellular segment revenues, Adjusted EBITDA for the cellular segment was 32% in Q2 2022 compared with 24% in Q2 2021.
 
Adjusted EBITDA for the fixed-line segment was NIS 89 million (US$ 25 million) in Q2 2022, an increase of 20% from NIS 74 million in Q2 2021, mainly reflecting the increase in fixed-line segment service revenues and the decrease in wholesale expenses, which were partially offset by the decrease in gross profit from fixed-line segment equipment sales as well as the increase in payroll and related expenses. As a percentage of total fixed-line segment revenues, Adjusted EBITDA for the fixed-line segment was 30% in Q2 2022, compared with 25% in Q2 2021.
 
Finance costs, net in Q2 2022 were NIS 21 million (US$ 6 million), an increase of 31% compared with NIS 16 million in Q2 2021. The increase mainly reflected the negative impact of foreign exchange rate movements.
 
Income tax expenses in Q2 2022 were NIS 17 million (US$ 5 million), an increase of NIS 12 million compared with NIS 5 million in Q2 2021, mainly due to the increase in operating profit.
 
Profit in Q2 2022 was NIS 47 million (US$ 13 million), an increase of NIS 38 million compared with profit of NIS 9 million in Q2 2021.
 
Based on the weighted average number of shares outstanding during Q2 2022, basic earnings per share or ADS, was NIS 0.26 (US$ 0.07) compared with basic earnings per share or ADS of NIS 0.05 in Q2 2021.
 
6


Cellular Segment Operational Review
 
At the end of Q2 2022, the Company's cellular subscriber base (including mobile data, 012 Mobile subscribers and M2M subscriptions) was approximately 3.10 million, including approximately 2.73 million Post-Paid subscribers or 88% of the base, and 362 thousand Pre-Paid subscribers, or 12% of the subscriber base.
 
During the second quarter of 2022, the cellular subscriber base increased, net, by 32 thousand subscribers. The Post-Paid subscriber base increased, net, by 25 thousand subscribers and the Pre-Paid subscriber base increased, net, by 7 thousand subscribers. The subscriber base of data packages and voice packages for the Ministry of Education (MOE) increased by 5 thousand and totaled 80 thousand at the end of Q2 2022. The MOE subscribers base is expected to decrease to 12 thousand during the third quarter of 2022, following the expiration of most of the time-limited packages.
 
Total cellular market share (based on the number of subscribers) at the end of Q2 2022 was estimated to be approximately 28%, unchanged from the end of Q1 2022 and compared to 27% at the end of Q2 2021.
 
The quarterly churn rate for cellular subscribers in Q2 2022 was 6.7%, compared with 7.2% in Q2 2021 and 7.0% in Q1 2022. Excluding data and voice packages for the Ministry of Education, the churn rate in Q2 2022 was 6.6% compared with 7.4% in Q2 2021 and 6.7% in Q1 2022.
 
The monthly Average Revenue per User (“ARPU”) for cellular subscribers in Q2 2022 was NIS 49 (US$ 14), an increase of 2% from NIS 48 in Q2 2021. This increase mainly reflected the increase in roaming services revenues, which was offset by the continued price erosion, although to a lesser degree than in the past, and by a decrease in interconnect revenues.
 
Fixed-Line Segment Operational Review
 
At the end of Q2 2022:
 
The Company's fiber-optic subscriber base was 250 thousand subscribers, an increase, net, of 17 thousand subscribers during the second quarter of 2022.
 
The Company's infrastructure-based internet subscriber base was 395 thousand subscribers, an increase, net, of 8 thousand subscribers during the second quarter of 2022.
 
Households in buildings connected to our fiber-optic infrastructure (HC) totaled 837 thousand, an increase of 67 thousand during the second quarter of 2022.
 
The Company's TV subscriber base totaled 224 thousand subscribers, a decrease of 1 thousand subscribers during the second quarter of 2022.
 
7


Funding and Investing Review
 
In Q2 2022, Adjusted Free Cash Flow (including lease payments) totaled NIS 57 million (US$ 16 million), an increase of NIS 49 million compared with NIS 8 million in Q2 2021.
 
Cash generated from operating activities totaled NIS 263 million (US$ 75 million) in Q2 2022, an increase of 47% from NIS 179 million in Q2 2021.
 
Lease payments (principal and interest), recorded in cash flows from financing activities under IFRS 16, totaled NIS 34 million (US$ 10 million) in Q2 2022, an increase of 6% from NIS 32 million in Q2 2021.
 
Cash capital expenditures (CAPEX payments), as represented by cash flows used for the acquisition of property and equipment and intangible assets, were NIS 174 million (US$ 50 million) in Q2 2022, an increase of 25% from NIS 139 million in Q2 2021.
 
The level of net debt at the end of Q2 2022 amounted to NIS 706 million (US$ 202 million), compared with NIS 670 million at the end of Q2 2021, an increase of NIS 36 million.

Regulatory Developments
 
Further to the Company's immediate report dated September 14, 2021 with respect to a hearing process regarding the potential reduction of the interconnect tariff, on June 23, 2022 the Ministry of Communications published its decision regarding a change in the interconnection tariff regime. According to this decision there will be a gradual reduction of the interconnection tariffs over a period of three years (ending on the 15th of June 2025). After this period, each operator will bear its own call completion costs and there will no longer be payment transfers for interconnection with respect to call minutes (both on MRT networks and on fixed-line networks). The Ministry has also decided that the maximum tariff for completion of incoming international calls will be cancelled (effective on the 28th of July 2022), which is expected to increase the company’s revenues from incoming international calls. The overall outcome of this decision is not expected to have a material effect on our business and results of operations.
 
8

 
Conference Call Details
 
Partner will host a conference call to discuss its financial results on Thursday, August 11, 2022 at 10.00 a.m. Eastern Time / 5.00 p.m. Israel Time.
 
Please dial the following numbers (at least 10 minutes before the scheduled time) in order to participate:
International: +972.3.918.0687
North America toll-free: +1.888.407.2553
A live webcast of the call will also be available on Partner's Investors Relations website at:

http://www.partner.co.il/en/Investors-Relations/lobby

If you are unavailable to join live, the replay of the call will be available from August 11, 2022 until August 25, 2022, at the following numbers:
International: +972.3.925.5921
North America toll-free: +1.888.254.7270
In addition, the archived webcast of the call will be available on Partner's Investor Relations website at the above address for approximately three months.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, Section 21E of the US Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Words such as "estimate", “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “project”, “goal”, “target” and similar expressions often identify forward-looking statements but are not the only way we identify these statements. In particular, this press release communicates our belief regarding (i) the Company's continued investment in infrastructure and fiber and 5G services; (ii) the expedited deployment of the Company's fiber-optic infrastructure by the end of 2022 and (iii) the fiber-optic deployment as a significant growth engine for the Company. In addition, all statements other than statements of historical fact included in this press release regarding our future performance are forward-looking statements.

We have based these forward-looking statements on our current knowledge and our present beliefs and expectations regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions, including in particular (i) the remaining impact on our business of the Covid-19 health crisis, (ii) unexpected technical or commercial issues which may arise as we continue to deploy and expand the use of our fiber optic infrastructure; and (iii) unexpected technical or financial constraints which undermine the pursuit of such strategy.  In light of the current unreliability of predictions as to the ultimate severity and duration of the Covid-19 health crisis, as well as the specific regulatory and business risks facing our business, future results may differ materially from those currently anticipated. For further information regarding risks, uncertainties and assumptions about Partner, trends in the Israeli telecommunications industry in general, the impact of possible regulatory and legal developments, and other risks we face, see “Item 3. Key Information - 3D. Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects”, “Item 8. Financial Information - 8A. Consolidated Financial Statements and Other Financial Information - 8A.1 Legal and Administrative Proceedings” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Reports on Form 20-F filed with the SEC, as well as its immediate reports on Form 6-K furnished to the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The quarterly financial results presented in this press release are unaudited financial results.
 
The results were prepared in accordance with IFRS, other than the non-GAAP financial measures presented in the section “Use of Non-GAAP Financial Measures”.
 
The financial information is presented in NIS millions (unless otherwise stated) and the figures presented are rounded accordingly. The convenience translations of the New Israeli Shekel (NIS) figures into US Dollars were made at the rate of exchange prevailing at June 30, 2022: US $1.00 equals NIS 3.500. The translations were made purely for the convenience of the reader.

9

 
Use of Non-GAAP Financial Measures

The following non-GAAP measures are used in this report. These measures are not financial measures under IFRS and may not be comparable to other similarly titled measures for other companies. Further, the measures may not be indicative of the Company’s historic operating results nor are meant to be predictive of potential future results.

Non-GAAP Measure
Calculation
Most Comparable IFRS Financial Measure
Adjusted EBITDA
 
 
 
 
 
 

Adjusted EBITDA margin (%)

Profit
add
Income tax expenses,
Finance costs, net,
Depreciation and amortization expenses (including amortization of intangible assets, deferred expenses-right of use and impairment charges), Other expenses (mainly amortization of share based compensation)
 
Adjusted EBITDA
divided by
Total revenues
Profit
Adjusted Free Cash Flow
Cash flows from operating activities
add
Cash flows from investing activities
deduct
Investment in deposits, net
deduct
Lease principal payments
deduct
Lease interest payments
Cash flows from operating activities
add
Cash flows from investing activities
Total Operating Expenses (OPEX)
Cost of service revenues
add
Selling and marketing expenses
add
General and administrative expenses
add
Credit losses
deduct
Depreciation and amortization expenses,
Other expenses (mainly amortization of employee share based compensation)
Sum of:
Cost of service revenues,
Selling and marketing expenses,
General and administrative expenses,
Credit losses
 
 
Net Debt
Current maturities of notes payable and borrowings
add
Notes payable
add
Borrowings from banks
add
Financial liability at fair value
deduct
Cash and cash equivalents
deduct
Short-term and long-term deposits
Sum of:
Current maturities of notes payable and borrowings,
Notes payable,
Borrowings from banks,
Financial liability at fair value
Less
Sum of:
Cash and cash equivalents,
Short-term deposits,
Long-term deposits.

10


About Partner Communications
 
Partner Communications Company Ltd. is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony, internet services and TV services). Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
For more information about Partner, see: http://www.partner.co.il/en/Investors-Relations/lobby

Contacts:

Mr. Tamir Amar
Deputy CEO & Chief Financial Officer
Tel: +972-54-781-4951
 
Mr. Amir Adar
Head of Investor Relations and Corporate Projects
Tel: +972-54-781-5051
E-mail: investors@partner.co.il

 
11

 
PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

   

New Israeli Shekels
   
Convenience translation into U.S. Dollars
 
   
December 31,
   
June 30,
   
June 30,
 
   
2021
   
2022
   
2022
 
   
(Audited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
CURRENT ASSETS
                 
Cash and cash equivalents
   
308
     
384
     
110
 
Short-term deposits
   
344
     
346
     
99
 
Trade receivables
   
571
     
564
     
161
 
Other receivables and prepaid expenses
   
152
     
116
     
33
 
Deferred expenses – right of use
   
27
     
31
     
9
 
Inventories
   
87
     
123
     
35
 
     
1,489
     
1,564
     
447
 
                         
NON CURRENT ASSETS
                       
Long-term deposits
   
280
                 
Trade receivables
   
245
     
225
     
64
 
Deferred expenses – right of use
   
142
     
158
     
45
 
Lease – right of use
   
679
     
682
     
195
 
Property and equipment
   
1,644
     
1,724
     
492
 
Intangible and other assets
   
472
     
448
     
128
 
Goodwill
   
407
     
407
     
116
 
Deferred income tax asset
   
34
     
22
     
6
 
Other non-current receivables
   
1
     
*
     
*
 
     
3,904
     
3,666
     
1,046
 
                         
TOTAL ASSETS
   
5,393
     
5,230
     
1,493
 

*   Representing an amount of less than 1 million.

12


PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

   

New Israeli Shekels
   
Convenience translation into U.S. Dollars
 
   
December 31,
   
June 30,
   
June 30,
 
   
2021
   
2022
   
2022
 
   
(Audited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
CURRENT LIABILITIES
                 
 Current maturities of notes payable and borrowings
   
268
     
253
     
72
 
Trade payables
   
705
     
690
     
196
 
Other payables and provisions
   
185
     
186
     
54
 
Current maturities of lease liabilities
   
125
     
126
     
36
 
Deferred revenues and other
   
139
     
151
     
43
 
     
1,422
     
1,406
     
401
 
NON CURRENT LIABILITIES
                       
Notes payable
   
1,224
     
1,010
     
289
 
Borrowings from banks
   
184
     
173
     
49
 
Liability for employee rights upon retirement, net
   
35
     
33
     
9
 
 Lease liabilities
   
595
     
594
     
170
 
       Deferred revenues from HOT mobile
   
39
     
23
     
7
 
 Non-current liabilities and provisions
   
35
     
33
     
9
 
     
2,112
     
1,866
     
533
 
                         
TOTAL LIABILITIES
   
3,534
     
3,272
     
934
 
                         
EQUITY
                       
Share capital - ordinary shares of NIS 0.01
   par value: authorized - December 31, 2021
   and June 30, 2022 - 235,000,000 shares;
   issued and outstanding -
   
2
     
2
     
1
 
December 31, 2021 – *183,678,220 shares
                       
June 30, 2022 – -*184,286,996 shares
                       
Capital surplus
   
1,279
     
1,244
     
355
 
Accumulated retained earnings
   
742
     
841
     
240
 
Treasury shares, at cost
   December 31, 2021 – **7,337,759 shares
   June 30, 2022 – *-*6,094,812 shares
   
(164
)
   
(129
)
   
(37
)
TOTAL EQUITY
   
1,859
     
1,958
     
559
 
TOTAL LIABILITIES AND EQUITY
   
5,393
     
5,230
     
1,493
 

*      Net of treasury shares.
 
**
Including restricted shares in amount of 1,349,119 and 791,661 as of and  December 31, 2021 and June 30, 2022, respectively, held by a trustee under the Company's Equity Incentive Plan, such shares may become outstanding upon completion of vesting conditions.
 
13


PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

   
New Israeli shekels
   
Convenience translation into U.S. dollars
(note 2a)
 
   
6 months period ended June 30,
   
3 months period ended June 30,
   
6 months period ended
June 30,
   
3 months period ended
June 30,
 
   
2021
   
2022
   
2021
   
2022
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions (except per share data)
 
Revenues, net
   
1,673
     
1,713
     
840
     
859
     
489
     
245
 
Cost of revenues
   
1,387
     
1,321
     
696
     
656
     
377
     
187
 
Gross profit
   
286
     
392
     
144
     
203
     
112
     
58
 
                                                 
Selling and marketing expenses
   
157
     
175
     
78
     
87
     
50
     
25
 
General and administrative expenses
   
86
     
75
     
44
     
39
     
21
     
11
 
Other income, net
   
15
     
15
     
8
     
8
     
4
     
2
 
Operating profit
   
58
     
157
     
30
     
85
     
45
     
24
 
Finance income
   
3
     
3
     
2
     
2
     
1
     
1
 
Finance expenses
   
38
     
42
     
18
     
23
     
12
     
7
 
Finance costs, net
   
35
     
39
     
16
     
21
     
11
     
6
 
Profit before income tax
   
23
     
118
     
14
     
64
     
34
     
18
 
Income tax expenses
   
9
     
32
     
5
     
17
     
9
     
5
 
Profit for the period
   
14
     
86
     
9
     
47
     
25
     
13
 
                                                 
Earnings per share
                                               
           Basic
   
0.08
     
0.47
     
0.05
     
0.26
     
0.13
     
0.07
 
           Diluted
   
0.08
     
0.46
     
0.05
     
0.26
     
0.13
     
0.07
 
Weighted average number of shares outstanding (in thousands)
                                               
           Basic
   
183,111
     
184,066
     
183,150
     
184,165
     
184,066
     
184,165
 
           Diluted
   
183,706
     
186,602
     
183,767
     
186,554
     
186,602
     
186,554
 
 

14

 
PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME
 
   
New Israeli shekels
   
Convenience translation into U.S. dollars
(note 2a)
 
   
6 months period ended June 30,
   
3 months period ended June 30,
   
6 months period ended
June 30,
   
3 months period ended
June 30,
 
   
2021
   
2022
   
2021
   
2022
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
Profit for the period
   
14
     
86
     
9
     
47
     
25
     
13
 
Other comprehensive income (loss)
     for the period, net of income tax
           
1
             
1
     
*
     
*
 
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
   
14
     
87
     
9
     
48
     
25
     
13
 

*   Representing an amount of less than 1 million.
 
15


PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM SEGMENT INFORMATION & ADJUSTED EBITDA RECONCILIATION

   
New Israeli Shekels
   
New Israeli Shekels
 
   
6 months period ended June 30, 2022
   
6 months period ended June 30, 2021
 
   
In millions (Unaudited)
   
In millions (Unaudited)
 
 
 
Cellular
segment
   
Fixed line segment
   
Elimination
   
Consolidated
   
Cellular
segment
   
Fixed line
segment
   
Elimination
   
Consolidated
 
Segment revenue - Services
   
894
     
502
           
1,396
     
826
     
462
           
1,288
 
Inter-segment revenue - Services
   
6
     
57
     
(63
)
           
7
     
60
     
(67
)
       
Segment revenue - Equipment
   
277
     
40
             
317
     
317
     
68
             
385
 
Total revenues
   
1,177
     
599
     
(63
)
   
1,713
     
1,150
     
590
     
(67
)
   
1,673
 
Segment cost of revenues - Services
   
595
     
470
             
1,065
     
615
     
468
             
1,083
 
Inter-segment cost of revenues - Services
   
57
     
6
     
(63
)
           
60
     
7
     
(67
)
       
Segment cost of revenues - Equipment
   
229
     
27
             
256
     
264
     
40
             
304
 
Cost of revenues
   
881
     
503
     
(63
)
   
1,321
     
939
     
515
     
(67
)
   
1,387
 
Gross profit
   
296
     
96
             
392
     
211
     
75
             
286
 
Operating expenses (3)
   
152
     
98
             
250
     
145
     
98
             
243
 
Other income, net
   
9
     
6
             
15
     
8
     
7
             
15
 
Operating profit (loss)
   
153
     
4
             
157
     
74
     
(16
)
           
58
 
Adjustments to presentation of segment
    Adjusted EBITDA
                                                               
    –Depreciation and amortization
   
198
     
166
                     
205
     
155
                 
    –Other (1)
   
8
     
4
                     
3
     
1
                 
Segment Adjusted EBITDA (2)
   
359
     
174
                     
282
     
140
                 
Reconciliation of segment subtotal Adjusted EBITDA to profit for the period
                                                               
Segments subtotal Adjusted EBITDA (2)
                           
533
                             
422
 
    -  Depreciation and amortization
                           
(364
)
                           
(360
)
    -  Finance costs, net
                           
(39
)
                           
(35
)
    -  Income tax expenses
                           
(32
)
                           
(9
)
    -  Other (1)
                           
(12
)
                           
(4
)
Profit for the period
                           
86
                             
14
 

(1) Mainly amortization of employee share based compensation. (2) Adjusted EBITDA as reviewed by the CODM represents Earnings Before Interest (finance costs, net), Taxes, Depreciation and Amortization (including amortization of intangible assets, deferred expenses-right of use and impairment charges) and Other expenses (mainly amortization of share based compensation). Adjusted EBITDA is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies. Adjusted EBITDA may not be indicative of the Group's historic operating results nor is it meant to be predictive of potential future results. The usage of the term "Adjusted EBITDA" is to highlight the fact that the Amortization includes amortization of deferred expenses – right of use and amortization of employee share based compensation and impairment charges.  (3) Operating expenses include selling and marketing expenses and general and administrative expenses.

16


PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM SEGMENT INFORMATION & ADJUSTED EBITDA RECONCILIATION

   
New Israeli Shekels
   
New Israeli Shekels
 
   
3 months period ended June 30, 2022
   
3 months period ended June 30, 2021
 
   
In millions (Unaudited)
   
In millions (Unaudited)
 
 
 
Cellular
segment
   
Fixed line segment
   
Elimination
   
Consolidated
   
Cellular
segment
   
Fixed line
segment
   
Elimination
   
Consolidated
 
Segment revenue - Services
   
454
     
252
           
706
     
417
     
232
           
649
 
Inter-segment revenue - Services
   
3
     
27
     
(30
)
           
3
     
30
     
(33
)
       
Segment revenue - Equipment
   
135
     
18
             
153
     
157
     
34
             
191
 
Total revenues
   
592
     
297
     
(30
)
   
859
     
577
     
296
     
(33
)
   
840
 
Segment cost of revenues - Services
   
297
     
234
             
531
     
309
     
235
             
544
 
Inter-segment cost of revenues - Services
   
27
     
3
     
(30
)
           
30
     
3
     
(33
)
       
Segment cost of revenues - Equipment
   
113
     
12
             
125
     
132
     
20
             
152
 
Cost of revenues
   
437
     
249
     
(30
)
   
656
     
471
     
258
     
(33
)
   
696
 
Gross profit
   
155
     
48
             
203
     
106
     
38
             
144
 
Operating expenses (3)
   
78
     
48
             
126
     
74
     
48
             
122
 
Other income, net
   
5
     
3
             
8
     
3
     
5
             
8
 
Operating profit (loss)
   
82
     
3
             
85
     
35
     
(5
)
           
30
 
Adjustments to presentation of segment
    Adjusted EBITDA
                                                               
    –Depreciation and amortization
   
101
     
84
                     
102
     
79
                 
    –Other (1)
   
4
     
2
                     
2
                         
Segment Adjusted EBITDA (2)
   
187
     
89
                     
139
     
74
                 
Reconciliation of  segment subtotal Adjusted EBITDA to profit for the period
                                                               
Segments subtotal Adjusted EBITDA (2)
                           
276
                             
213
 
    -  Depreciation and amortization
                           
(185
)
                           
(181
)
    -  Finance costs, net
                           
(21
)
                           
(16
)
    -  Income tax expenses
                           
(17
)
                           
(5
)
    -  Other (1)
                           
(6
)
                           
(2
)
Profit for the period
                           
47
                             
9
 

(1) Mainly amortization of employee share based compensation. (2) Adjusted EBITDA as reviewed by the CODM represents Earnings Before Interest (finance costs, net), Taxes, Depreciation and Amortization (including amortization of intangible assets, deferred expenses-right of use and impairment charges) and Other expenses (mainly amortization of share based compensation). Adjusted EBITDA is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies. Adjusted EBITDA may not be indicative of the Group's historic operating results nor is it meant to be predictive of potential future results. The usage of the term "Adjusted EBITDA" is to highlight the fact that the Amortization includes amortization of deferred expenses – right of use and amortization of employee share based compensation and impairment charges.  (3) Operating expenses include selling and marketing expenses and general and administrative expenses.

17


PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   



New Israeli Shekels
   
Convenience translation into
U.S. Dollars
(note 2a)
 
   
6 months period ended June 30,
 
   
2021
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Cash generated from operations (Appendix)
   
388
     
501
     
144
 
Income tax paid
   
(1
)
   
(1
)
   
*
 
Net cash provided by operating activities
   
387
     
500
     
144
 
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Acquisition of property and equipment
   
(208
)
   
(271
)
   
(78
)
Acquisition of intangible and other assets
   
(80
)
   
(73
)
   
(21
)
Investment in deposits, net
   
50
     
278
     
79
 
Interest received
   
1
     
2
     
1
 
Net cash used in investing activities
   
(237
)
   
(64
)
   
(19
)
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Lease principal payments
   
(64
)
   
(67
)
   
(19
)
Lease interest payments
   
(9
)
   
(9
)
   
(3
)
Interest paid
   
(42
)
   
(44
)
   
(13
)
Proceeds from issuance of notes payable, net of issuance costs
   
23
     
(1
)
   
*
 
Repayment of notes payable
   
(128
)
   
(213
)
   
(61
)
     Repayment of non-current borrowings
   
(26
)
   
(26
)
   
(7
)
Net cash used in financing activities
   
(246
)
   
(360
)
   
(103
)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(96
)
   
76
     
22
 
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
   
376
     
308
     
88
 
CASH AND CASH EQUIVALENTS AT END OF PERIOD
   
280
     
384
     
110
 

*   Representing an amount of less than 1 million.
 

18

 
PARTNER COMMUNICATIONS COMPANY LTD.
(An Israeli Corporation)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Appendix – Cash generated from operations and supplemental statements

   



New Israeli Shekels
   
Convenience translation into
U.S. Dollars
(note 2a)
 
   
6 months period ended June 30,
 
   
2021
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
                   
Cash generated from operations:
                 
     Profit for the period
   
14
     
86
     
25
 
    Adjustments for:
                       
Depreciation and amortization
   
345
     
349
     
100
 
Amortization of deferred expenses - Right of use
   
15
     
15
     
4
 
Employee share based compensation expenses
   
4
     
12
     
3
 
Liability for employee rights upon retirement, net
   
5
                 
Finance costs (income), net
   
(2
)
   
(1
)
   
*
 
Lease interest payments
   
9
     
9
     
3
 
Interest paid
   
42
     
44
     
13
 
Interest received
   
(1
)
   
(2
)
   
(1
)
Deferred income taxes
   
7
     
12
     
3
 
Income tax paid
   
1
     
1
     
*
 
Changes in operating assets and liabilities:
                       
Decrease (increase) in accounts receivable:
                       
Trade
   
(31
)
   
27
     
8
 
Other
   
15
     
36
     
10
 
Increase (decrease) in accounts payable and accruals:
                       
Trade
   
20
     
(10
)
   
(2
)
Other payables and provisions
   
9
     
(21
)
   
(5
)
          Deferred revenues and other
   
(18
)
   
(4
)
   
(2
)
Increase in deferred expenses - Right of use
   
(29
)
   
(35
)
   
(10
)
Current income tax
   
1
     
19
     
5
 
Increase in inventories
   
(18
)
   
(36
)
   
(10
)
Cash generated from operations
   
388
     
501
     
144
 

*    Representing an amount of less than 1 million.

At June 30, 2022 and 2021, trade and other payables include NIS 170 million ($49 million) and NIS 170 million, respectively, in respect of acquisition of intangible assets and property and equipment; payments in respect thereof are presented in cash flows from investing activities.
 
These balances are recognized in the cash flow statements upon payment.
 
19

Reconciliation of Non-GAAP Measures:

Adjusted Free Cash Flow
 
New Israeli Shekels
   
Convenience translation into
U.S. Dollars
 
   
6 months period ended
June 30,
   
3 months period ended
June 30,
   
6 months period ended
June 30,
   
3 months period ended
June 30,
 
   
2021
   
2022
   
2021
   
2022
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
Net cash provided by operating activities
   
387
     
500
     
179
     
263
     
144
     
76
 
Net cash provided by (used in) investing 
     activities
   
(237
)
   
(64
)
   
(19
)
   
162
     
(19
)
   
46
 
Investment in short-term deposits, net
   
(50
)
   
(278
)
   
(120
)
   
(334
)
   
(79
)
   
(95
)
Lease principal payments
   
(64
)
   
(67
)
   
(28
)
   
(30
)
   
(19
)
   
(9
)
Lease interest payments
   
(9
)
   
(9
)
   
(4
)
   
(4
)
   
(3
)
   
(1
)
Adjusted Free Cash Flow
   
27
     
82
     
8
     
57
     
24
     
17
 
Interest paid
   
(42
)
   
(44
)
   
(41
)
   
(43
)
   
(13
)
   
(13
)
Adjusted Free Cash Flow After Interest
   
(15
)
   
38
     
(33
)
   
14
     
11
     
4
 

Total Operating Expenses (OPEX)
 
New Israeli Shekels
   
Convenience translation into
U.S. Dollars
 
   
6 months period ended
June 30,
   
3 months period ended
June 30,
   
6 months period ended
June 30,
   
3 months period ended
June 30,
 
   
2021
   
2022
   
2021
   
2022
   
2022
   
2022
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
   
In millions
 
Cost of revenues - Services
   
1,083
     
1,065
     
544
     
531
     
304
     
152
 
Selling and marketing expenses
   
157
     
175
     
78
     
87
     
50
     
25
 
General and administrative expenses
   
86
     
75
     
44
     
39
     
21
     
11
 
Depreciation and amortization
   
(360
)
   
(364
)
   
(181
)
   
(185
)
   
(104
)
   
(53
)
Other (1)
   
(1
)
   
(5
)
   
*
     
(3
)
   
(1
)
   
(1
)
OPEX
   
965
     
946
     
485
     
469
     
270
     
134
 

*    Representing an amount of less than 1 million.

(1)
Mainly amortization of employee share based compensation and other adjustments.

20

Key Financial and Operating Indicators (unaudited) *

NIS M unless otherwise stated
Q1' 20
Q2' 20
Q3' 20
Q4' 20
Q1' 21
Q2' 21
Q3' 21
Q4' 21
Q1' 22
Q2' 22
2020
2021
Cellular Segment Service Revenues
423
409
415
416
413
420
435
431
443
457
1,663
1,699
Cellular Segment Equipment Revenues
146
130
134
135
160
157
136
149
142
135
545
602
Fixed-Line Segment Service Revenues
245
244
252
252
260
262
270
274
280
279
993
1,066
Fixed-Line Segment Equipment Revenues
32
28
35
41
34
34
29
29
22
18
136
126
Reconciliation for consolidation
(39)
(37)
(36)
(36)
(34)
(33)
(33)
(30)
(33)
(30)
(148)
(130)
Total Revenues
807
774
800
808
833
840
837
853
854
859
3,189
3,363
Gross Profit from Equipment Sales
37
30
38
40
42
39
37
34
33
28
145
152
Operating Profit
36
20
20
20
28
30
49
56
72
85
96
163
Cellular Segment Adjusted EBITDA
132
129
134
138
143
139
172
162
172
187
533
616
Fixed-Line Segment Adjusted EBITDA
83
71
70
65
66
74
78
88
85
89
289
306
Total Adjusted EBITDA
215
200
204
203
209
213
250
250
257
276
822
922
Adjusted EBITDA Margin (%)
27%
26%
26%
25%
25%
25%
30%
29%
30%
32%
26%
27%
OPEX
460
456
475
480
481
485
467
469
476
469
1,871
1,901
Finance costs, net
19
13
24
13
19
16
15
14
18
21
69
64
Profit (Loss)
10
7
(5)
5
5
9
24
77
39
47
17
115
Capital Expenditures (cash)
151
119
147
156
149
139
172
212
170
174
573
672
Capital Expenditures (additions)
129
121
179
166
142
182
112
244
166
174
595
680
Adjusted Free Cash Flow
10
44
21
(3)
19
8
9
(79)
25
57
72
(43)
Adjusted Free Cash Flow (after interest)
8
13
12
(10)
18
(33)
8
(84)
24
14
23
(91)
Net Debt
673
658
646
657
639
670
662
744
720
706
657
744
Cellular Subscriber Base (Thousands)
2,676
2,708
2,762
2,836
2,903
2,970
3,019
3,023
3,063
3,095
2,836
3,023
Post-Paid Subscriber Base (Thousands)
2,380
2,404
2,437
2,495
2,548
2,615
2,664
2,671
2,708
2,733
2,495
2,671
Pre-Paid Subscriber Base (Thousands)
296
304
325
341
355
355
355
352
355
362
341
352
Cellular ARPU (NIS)
53
51
51
49
48
48
48
48
48
49
51
48
Cellular Churn Rate (%)
7.5%
7.5%
7.3%
7.2%
6.8%
7.2%
6.4%
7.9%
7.0%
6.7%
30%
28%
Infrastructure-Based Internet Subscribers (Thousands)
281
295
311
329
339
354
365
374
387
395
329
374
Fiber-Optic Subscribers (Thousands)
87
101
120
139
155
173
192
212
233
250
139
212
Homes connected to fiber-optic infrastructure (Thousands)
361
396
432
465
514
571
624
700
770
837
465
700
TV Subscriber Base (Thousands)
200
215
224
232
234
223**
226
226
225
224
232
226**
Number of Employees (FTE)
1,867
2,745
2,731
2,655
2,708
2,628
2,627
2,574
2,536
2,588
2,655
2,574

* See footnote 2 regarding use of non-GAAP measures.
** In Q2'21, the Company removed from its TV subscriber base approximately 21,000 subscribers who had joined at various different times and had remained in trial periods of over six months without charge or usage

21


Disclosure for notes holders as of June 30, 2022
Information regarding the notes series issued by the Company, in million NIS

Series
Original issuance date
Principal on the date of issuance
As of 30.06.2022
Annual interest rate
Principal repayment dates
Interest repayment dates
Interest linkage
Trustee contact details
Principal book value
Linked principal book value
Interest accumulated in books
Market value
From
To
   
Principal book value
F
(2)
20.07.17
12.12.17*
04.12.18*
01.12.19*
255
389
150
226.75
256
256
**
255
2.16%
25.06.20
25.06.24
25.06, 25.12
Not Linked
Hermetic Trust (1975) Ltd.
Merav Offer. 113 Hayarkon St., Tel Aviv. Tel: 03-5544553.
G
(1) (2)
06.01.19
01.07.19*
28.11.19*
27.02.20*
31.05.20*
01.07.20*
02.07.20*
26.11.20*
31.05.21*
225
38.5
86.5
15.1
84.8
12.2
300
62.2
26.5
766
766
**
785
4%
25.06.22
25.06.27
25.06
Not Linked
Hermetic Trust (1975) Ltd.
Merav Offer. 113 Hayarkon St., Tel Aviv. Tel: 03-5544553.
H
 (2)
26.12.21
 
198.4
 
198
198
**
181
2.08%
25.06.25
25.06.30
25.06
Not Linked
Hermetic Trust (1975) Ltd.
Merav Offer. 113 Hayarkon St., Tel Aviv. Tel: 03-5544553.


(1)
In April 2019, the Company issued in a private placement 2 series of untradeable option warrants that were exercisable for the Company's Series G debentures. The exercise period of the first series is between July 1, 2019 and May 31, 2020 and of the second series is between July 1, 2020 and May 31, 2021. The Series G debentures that were allotted upon the exercise of an option warrant were identical in all their rights to the Company's Series G debentures immediately upon their allotment, and are entitled to any payment of interest or other benefit, the effective date of which is due after the allotment date. The debentures that were allotted as a result of the exercise of option warrants were registered on the TASE. The total amount received by the Company on the allotment date of the option warrants is NIS 37 million. For additional details see the Company's press release dated April 17, 2019. Following exercise of option warrants from the first series, the Company issued Series G Notes in a total principal amount of NIS 225 million. Following exercise of option warrants from the second series, the Company issued Series G Notes in a total principal amount of NIS 101 million. The issuance in May 2021 was the final exercise of option warrants from the second series.


(2)
Regarding Series F Notes, Series G Notes, Series H Notes and borrowing P, borrowing Q and borrowing R the Company is required to comply with a financial covenant that the ratio of Net Debt to Adjusted EBITDA shall not exceed 5. Compliance will be examined and reported on a quarterly basis. For the purpose of the covenant, Adjusted EBITDA is calculated as the sum total for the last 12 month period, excluding adjustable one-time items. As of June 30, 2022, the ratio of Net Debt to Adjusted EBITDA was 0.7. Additional stipulations mainly include: Shareholders' equity shall not decrease below NIS 400 million and no dividends will be declared if shareholders' equity will be below NIS 650 million regarding Series F notes, borrowing P and borrowing Q. Shareholders' equity shall not decrease below NIS 600 million and no dividends will be declared if shareholders' equity will be below NIS 750 million regarding Series G notes and borrowing R. Shareholders' equity shall not decrease below NIS 700 million and no dividends will be declared if shareholders' equity will be below NIS 850 million regarding Series H notes. The Company shall not create floating liens subject to certain terms. The Company has the right for early redemption under certain conditions. With respect to notes payable series F, series G and series H: the Company shall pay additional annual interest of 0.5% in the case of a two- notch downgrade in the Notes rating and an additional annual interest of 0.25% for each further single-notch downgrade, up to a maximum additional interest of 1%; the Company shall pay additional annual interest of 0.25% during a period in which there is a breach of the financial covenant; debt rating will not decrease below BBB- for a certain period. In any case, the total maximum additional interest for Series F, Series G and Series H, shall not exceed 1.25%, 1% or 1.25%, respectively. For more information see the Company’s Annual Report on Form 20-F for the year ended December 31, 2021. In the reporting period, the Company was in compliance with all financial covenants and obligations and no cause for early repayment occurred.

*    On these dates additional Notes of the series were issued. The information in the table refers to the full series.      
**   Representing an amount of less than NIS 1 million.

22

 
Disclosure for Notes holders as of June 30, 2022 (cont.)
 
Notes Rating Details*
 
Series
Rating Company
Rating as of 30.06.2022 and 11.08.2022 (1)
Rating assigned upon issuance of the Series
Recent date of rating as of 30.06.2022 and 11.08.2022
Additional ratings between the original issuance date and the recent date of rating (2)
Date
Rating
F
S&P Maalot
ilA+
ilA+
08/2022
07/2017, 09/2017, 12/2017, 01/2018, 08/2018,
11/2018, 12/2018, 01/2019, 04/2019, 08/2019,
02/2020, 05/2020, 06/2020, 07/2020, 08/2020,
11/2020, 05/2021, 08/2021, 12/2021, 08/2022
ilA+, ilA+, ilA+, ilA+, ilA+,
ilA+, ilA+, ilA+, ilA+, ilA+,
ilA+, ilA+, ilA+, ilA+, ilA+,
ilA+, ilA+, ilA+, ilA+,  ilA+
G
S&P Maalot
ilA+
ilA+
08/2022
12/2018, 01/2019, 04/2019, 08/2019, 02/2020,
 05/2020, 06/2020, 07/2020, 08/2020, 11/2020,
05/2021, 08/2021, 12/2021, 08/2022
ilA+, ilA+, ilA+, ilA+, ilA+,
ilA+, ilA+, ilA+, ilA+, ilA+,
ilA+, ilA+,  ilA+,  ilA+
H
S&P Maalot
ilA+
ilA+
08/2022
12/2021, 08/2022
ilA+,  ilA+

(1) In August 2022, S&P Maalot reaffirmed the Company's rating of “ilA+/Stable”.
 
(2) For details regarding the rating of the notes see the S&P Maalot reports dated August 7, 2022.
 
* 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

23

 
Summary of Financial Undertakings (according to repayment dates) as of June 30, 2022
 
a.
Notes issued to the public by the Company and held by the public, excluding such notes 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
-
212,985
 -
 -
 -
40,282
Second year
-
212,985
 -
 -
 -
34,191
Third year
-
124,765
 -
 -
 -
27,950
Fourth year
-
190,008
 -
 -
 -
23,722
Fifth year and on
-
479,219
 -
 -
 -
22,692
Total
-
1,219,962
 -
 -
-
148,837
 
b.
Private notes and other non-bank credit, excluding such notes 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 – None.
 
c.
Credit from banks in Israel 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
 -
37,426
 -
 -
 -
4,880
Second year
 -
22,760
 -
 -
 -
4,187
Third year
 -
30,000
 -
 -
 -
3,820
Fourth year
 -
15,000
 -
 -
 -
3,060
Fifth year and on
 -
105,000
 -
 -
 -
8,416
Total
 -
210,186
-
 -
 -
24,363

 
24


Summary of Financial Undertakings (according to repayment dates) as of June 30, 2022 (cont.)
 
d.
Credit from banks abroad based on the Company's "Solo" financial data – None.
e.
Total of sections a - d above, total credit from banks, non-bank credit and notes 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
 -
250,411
 -
 -
 -
45,162
Second year
 -
235,745
 -
 -
 -
38,378
Third year
 -
154,765
 -
 -
 -
31,770
Fourth year
 -
205,008
 -
 -
 -
26,782
Fifth year and on
 -
584,219
 -
 -
 -
31,108
Total
-
1,430,148
 -
 -
 -
173,200

f.
Off-balance sheet credit exposure based on the Company's "Solo" financial data– As of June 30, 2022, the Company provided financial guarantees in a total amount of NIS 85 million.
g.
Off-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 - None.
h.
Total balances of the credit from banks, non-bank credit and notes of all the consolidated companies, excluding companies that are reporting corporations and excluding Company's data presented in sections a - d above - None.
i.
Total balances of credit granted to the Company by the parent company or a controlling shareholder and balances of notes offered by the Company held by the parent company or the controlling shareholder - 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 notes offered by the Company held by companies held by the parent company or the controlling shareholder, which are not controlled by the Company – None.
k.
Total balances of credit granted to the Company by consolidated companies and balances of notes offered by the Company held by the consolidated companies - None.


25


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Partner Communications Company Ltd.
 
 
 
 
 
 
By:
/s/ Tamir Amar
 
 
 
Name: Tamir Amar
 
 
 
Title: Deputy CEO & Chief Financial Officer
 
 
     
Dated: August 11, 2022


26

 








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