Record Quarter & Year for 012 Smile.Communications; Smile.Media Stabilizes with Positive Adjusted EBITDA PETACH TIKVA, Israel, February 26 /PRNewswire-FirstCall/ -- Internet Gold Golden Lines Ltd., (NASDAQ Global Market and TASE: IGLD) today reported its financial results for the fourth quarter and full year ended December 31, 2008. Highlights - Strong revenues and EBITDA: Q4 revenues up 10% to NIS 314M; adjusted EBITDA up 20% to NIS 64M. - Strong operating cash flow: NIS 50M in Q4, NIS 195M in 2008. - 012 Smile.Communications delivers another quarter and full year of records across all parameters despite challenging macro markets. - Smile.Media returns to stability, achieves positive adjusted EBITDA. - Share and bond buy-back programs continue. (in millions of NIS) Q4'08 Q3'08* Q2'08 Q1'08 Q4'07 2008* 2007 Revenues 314 294 281 280 284 1,169 1,176 Gross Profit 97 89 91 92 90 369 374 EBIT 34 29 29 27 19 119 113 Adjusted EBITDA 64 60 61 60 54 245 240 Net Income (loss) 1 (22) (8) 1 79 (28) 124 *Excluding one-time impact from MSN transaction Financial Results for the Fourth Quarter Revenues: Revenues for the fourth quarter of 2008 were NIS 313.8 million (US $82.5 million), a 10% increase compared with NIS 284.5 million in the fourth quarter of 2007, and a 7% sequential increase compared with NIS 293.8 million in the third quarter of 2008. The increased revenues reflect the record results delivered by 012 Smile.Communications, together with the modest contribution of Smile.Media. Adjusted EBITDA: Adjusted EBITDA for the fourth quarter of 2008 was NIS 64.3 million (US $17.0 million), a 20% increase compared with NIS 53.6 million for the fourth quarter of 2007, reflecting the record adjusted EBITDA recorded by Smile.Communications. For more information regarding the use of non-GAAP financial measures, please see the notes in this press release. Financing Expenses (Net): Financing expenses (net) for the fourth quarter totaled NIS 12.6 million (US $3.3 million) compared with NIS 12.9 million in the fourth quarter of 2007 and NIS 47.5 million in the third quarter of 2008. Of the fourth quarter 2008 expenses, NIS 10.7 million (US $2.8 million) was associated with interest payable on the Company's bonds. In addition, as a result of the current global economic crisis, the market price of certain of the Company's investments has decreased, leading the Company to mark these investments to market. This resulted in a loss of NIS 26.0 million (US $6.8 million) during the quarter that was recorded as financial expense and is a non cash expenses. Net Results: On a U.S. GAAP basis, the Company recorded net income for the fourth quarter of 2008 of NIS 1.1 million (US $0.3 million), or NIS 0.05 (US $0.01) per share. This compared to a net loss of NIS (8.5) million, or NIS (0.40) per share, for the third quarter of 2008. In the fourth quarter of 2007, the Company reported a net income of NIS 79 million, or NIS 3.4 per share, reflecting the contribution of a NIS 120 million one-time gross capital gain associated with the IPO of its subsidiary, 012 Smile.Communications. Financial Results for 2008 Revenues for the twelve months ended December 31, 2008 were NIS 1,169 million ($307 million) compared to NIS 1,176 million for 2007. Operating income for the year reached NIS 131.5 million (US $34.6 million), a 16% increase compared with NIS 113 million for 2007. Adjusted EBITDAb for the year reached NIS 266 million (US $70.0 million), an 11% increase compared with NIS 240 million for 2007. Net loss for 2008 was NIS (14.9) million (US ($3.9 ) million), or NIS (0.69) (US ($0.18)) per share. For a detailed reconciliation of GAAP to non-GAAP financial information and for more information regarding the use of non-GAAP financial measures, please see the table titled "Reconciliation between GAAP and non-GAAP Statements of Operations" as well as the notes contained in this press release. Balance Sheet The Company's cash, cash equivalents and investments as of December 31, 2008 were NIS 581 million (US $153 million). Total assets as of the end of the year were NIS 1,940 million (U.S. $510 million) and total bank debt was NIS 52 million (U.S. $13.7 million). Shareholders' equity as of the end of 2008 was NIS 334 million ($88.0 million), representing 17.2% of total assets. Current ratio as of December, 31 2008 was 1.3, while the ratio of net debt to EBITDA was 1.8, which is within the Company's target range. Comments of Management Commenting on the results, Eli Holtzman, Internet Gold's CEO, said, "The fourth quarter was a strong end to an active though challenging year. The primary driver of our results remains our communications segment, which has achieved record results as it continues to expand the breadth of its services for the stable and resilient Israeli communications market. We are also pleased to have been able to bring our media segment back to positive adjusted EBITDA, an achievement that demonstrates the new stability of the company following last year's transaction with MSN. In parallel, our strong cash position enhances the financial stability of our Group, giving us the platform we need to move forward with our growth strategy." Mr. Holtzman continued, "With a strong belief that our shares and bonds are undervalued given our long-term prospects, we continue to execute on our buy-back programs. At the same time, we continue seeking out the right M&A target while maintaining careful control over expenses." Business Segments 012 Smile.Communications Ltd. (NASDAQ and TASE: SMLC): 012 Smile.Communications delivered record results for both the fourth quarter and the 2008 year as a whole, marked by new highs for revenues, adjusted EBITDA, operating profit (EBIT) and net income. These results were achieved as 012 Smile.Communications continued its penetration of Israel's domestic telephony market and prepared for entry into the mobile market. Revenues for the fourth quarter of 2008 were NIS 298 million (US $78 million), a 10% increase compared with NIS 271 million for the fourth quarter of 2007, and a 6% sequential increase compared with NIS 282 million for the third quarter of 2008. The subsidiary's adjusted EBITDA for the fourth quarter was NIS 66 million ($17.3 million), a 10% increase compared with the fourth quarter of 2007, and a 5% increase compared with the third quarter of 2008. Adjusted EBITDA margin was 22.0%. For more information regarding the use of non-GAAP financial measurements, please see the notes contained in this press release. Smile.Media Ltd.: Smile.Media delivered a modest revenue increase and contributed to the Company's adjusted EBITDA during the fourth quarter. The segment's revenues for the fourth quarter were NIS 16.1 million (US $4.2 million), derived primarily from its e-commerce businesses. Its adjusted EBITDA for the quarter was NIS 190,000 (US $50,000). Other: During the third quarter, Internet Gold incurred operating expenses of approximately NIS 1.5 million (US $0.4 million). These expenses were primarily for the continued investigation of potential joint venture and M&A opportunities, and for activities related to the Company's listing on public securities exchanges, including expenses such as investor relations, Sarbanes Oxley compliance, insurance and legal expenses. Buyback Programs - Share Buyback Program: The total number of Internet Gold shares repurchased through all outstanding share repurchase programs as of December 31, 2008 reached 3,864,481 shares, bringing the number of total outstanding shares as of December 31, 2008 to 19,653,925. From December 31, 2008 to date, an additional 891,104 shares have been repurchased, reducing the total number of outstanding shares to 18,762,821 as of February 25, 2009. - Bond Buyback Program: On November 25, 2008, the Company's Board of Directors announced that it had authorized the repurchase of up to NIS 100 million of the Company's Series B bonds. In addition, the Company authorized the repurchase of up to NIS 50 million of the Series A bonds of its subsidiary, 012 Smile.Communications. In parallel, the Board of Directors of 012 Smile.Communications approved a NIS 100 million buyback of its Series A bonds. These new programs are in addition to the Company's existing NIS 112 million convertible bond buyback program announced on January 28, 2008. During the fourth quarter, the Company utilized NIS 1.5 million ($0.4 million) for the repurchase of its convertible bonds, bringing the total value of convertible bonds repurchased since the initiation of the January 28, 2008 program to NIS 11.0 million par value. As a result of conversions of the convertible bonds, the repurchases made and the redemption of 12.5% of these bonds, NIS 91.8 million par value of the bonds remain outstanding out of an original issuance of NIS 220 million par value. In addition, the Company had utilized NIS 4.2 million ($1.1 million) par value during the fourth quarter in the repurchase of its Series B bonds. Conference Call Information Management will host an interactive teleconference to discuss the results today, February 26, 2008, at 10:00 a.m. EST (17:00 Israel time). To participate, please call one of the following access numbers several minutes before the call begins: 1-888-723-3164 from within the U.S. or 1-866-485-2399 from within Canada, 0-808-101-2717 from within the U.K., or +972 3 918-0610 from other international locations. The call will also be broadcast live through the company's Website, http://www.igld.com/, and will be available there for replay during the next 30 days. NOTE A: Convenience Translation to Dollars For the convenience of the reader, the reported NIS figures of December 31, 2008 have been presented in thousands of U.S. dollars, translated at the representative rate of exchange as of December 31, 2008 (NIS 3.8020 = U.S. $1.00). The U.S. Dollar ($) amounts presented should not be construed as representing amounts receivable or payable in U.S. Dollars or convertible into U.S. Dollars, unless otherwise indicated. NOTE B: Non-GAAP Financial Measurements We present adjusted EBITDA as a supplemental performance measure because we believe that it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structure (most particularly affecting our interest expense given our recently incurred significant debt), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses or, most recently, our provision for tax expenses) and the age of, depreciation expenses associated with, fixed assets (affecting relative depreciation expense) and expenses recorded for stock compensation in accordance with SFAS 123(R). Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations or cash flow data prepared in accordance with GAAP as a measure of our profitability or liquidity. Adjusted EBITDA does not take into account our debt service requirements and other commitments, including capital expenditures, and, accordingly, is not necessarily indicative of amounts that may be available for discretionary uses. In addition, adjusted EBITDA, as presented in this press release, may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. Note C: Reconciliation Between Results on a GAAP and Non-GAAP Basis Reconciliation between the Company's results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations (Non-GAAP Basis). Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude amortization of acquired intangible assets, as well as certain business combination accounting entries. The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. We believe these non-GAAP financial measures provide consistent and comparable measures to help investors understand our current and future operating cash flow performance. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations. About Internet Gold Internet Gold is one of Israel's leading communications groups with a major presence across all Internet-related sectors. Its 72.68% owned subsidiary, 012 Smile.Communications Ltd., is one of Israel's major Internet and international telephony service providers, and one of the largest providers of enterprise/IT integration services. Its 100% owned subsidiary, Smile.Media Ltd., manages a portfolio of Internet portals and e-Commerce sites. Forward-Looking Statements This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments in the industries it is engaged, the failure to manage growth and other risks detailed from time to time in Internet Gold's filings with the Securities Exchange Commission, including Internet Gold's Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement. Internet Gold - Golden Lines Ltd. Consolidated Balance Sheets Convenience translation into U.S. dollars $1=NIS 3.802 December 31 December 31 2008 2007 2008 (Unaudited) (Audited) (Unaudited) NIS NIS $ thousands thousands thousands Current assets Cash and cash equivalents 86,081 601,926 22,641 Marketable securities 215,552 162,884 56,694 Trade receivables, net 217,532 224,616 57,215 Other receivables 30,232 26,446 7,952 Deferred taxes 19,078 9,707 5,018 Total current assets 568,475 1,025,579 149,520 Investments Long-term trade receivables 6,350 3,460 1,670 Deferred taxes 57 192 15 Assets held for employee severance benefits 17,793 20,639 4,680 Investments in investee companies 91 291 24 Marketable securities 279,823 - 73,599 Total investment 304,114 24,582 79,988 Property and equipment, net 171,154 163,949 45,017 Other assets, net 478,982 519,865 125,981 Goodwill 417,608 417,608 109,839 Total assets 1,940,333 2,151,583 510,345 Current liabilities Short-term bank credit 42,954 77,998 11,298 Current maturities of long-term obligations 11,238 10,734 2,956 Accounts payable 195,995 209,626 51,550 Current maturities of convertible debentures 17,675 15,354 4,649 Current maturities of debentures 100,142 - 26,339 Other current liabilities 74,254 91,131 19,530 Total current liabilities 442,258 404,843 116,322 Long term liabilities Long-term loans and other long-term obligations 760 32,265 200 Liability for termination of employer- employee relations 34,671 35,918 9,119 Deferred taxes 46,439 59,104 12,215 Debentures 807,477 848,616 212,382 Convertible debentures 84,697 104,640 22,277 Total long term liabilities 974,044 1,080,543 256,193 Total liabilities 1,416,302 1,485,386 372,515 Minority interest 189,977 180,410 49,967 Shareholders' equity 334,054 485,787 87,863 Total liabilities and shareholders' equity 1,940,333 2,151,583 510,345 Consolidated Statements of Operations All amounts are in thousands except for per share data Convenience translation into U.S. dollars $1=NIS 3.802 Year ended Year ended December 31 December 31 2008 2007 2006 2008 (Unaudited) (Audited) (Audited) (Unaudited) NIS thousands $ thousands Revenues 1,168,720 1,175,946 408,359 307,396 Costs and expenses Cost of revenues 799,834 802,296 252,413 210,372 Selling and marketing 172,200 176,246 75,576 45,292 General and administrative 71,062 69,843 33,957 18,691 Other expenses (income) (5,869) 14,589 12,813 (1,544) Total costs and expenses 1,037,227 1,062,974 374,759 272,811 Income from operations 131,493 112,972 33,600 34,585 Financial expenses, net 115,228 57,537 20,861 30,307 Gain from issuance of shares in subsidiary - (120,310) - - Income before tax expenses 16,265 175,745 12,739 4,278 Tax expense 15,826 50,460 1,286 4,163 Income after tax expenses 439 125,285 11,453 115 Company's share in net loss of unconsolidated investee - - (334) - Minority interest in operations of consolidated subsidiaries (15,299) (1,267) (34) (4,023) Net income (loss) (14,860) 124,018 11,085 (3,908) Income (loss) per share, basic Net income (loss) per share (0.69) 5.74 0.6 (0.18) Weighted average number of shares outstanding (in thousands) 21,551 21,617 18,438 21,551 Income (loss) per share, diluted Net (loss) income per share (0.69) 5.00 0.6 (0.18) Weighted average number of shares outstanding (in thousands) 21,551 24,795 18,438 21,551 Reconciliation Table of Non-GAAP Measures Convenience translation into dollars $1 = NIS 3.802 Year ended Year ended December 31 December 31 2008 2007 2006 2008 (Unaudited) (Unaudited) (Unaudited) (Unaudited) NIS NIS NIS $ thousands thousands thousands thousands GAAP operating income 131,493 112,972 33,600 34,585 Adjustments Amortization of acquired 27,280 31,938 - 7,175 intangible assets Impairment and other charges 6,922 10,433 12,813 1,821 Other income (12,791) - - (3,364) Other income in respect of MSN transaction 12,791 - - 3,364 Stock compensation in accordance with SFAS 123(R) 3,428 - - 902 Non-GAAP adjusted operating income 169,123 155,343 46,413 44,483 GAAP tax expenses (income), net 15,826 50,460 1,286 4,163 Adjustments Amortization of acquired intangible assets Included in tax expenses, net 7,365 9,262 - 1,937 Non-GAAP tax expenses, net 23,191 59,722 1,286 6,100 Net income (loss) as reported (14,860) 124,018 11,085 (3,908) Minority interest in operations of consolidated subsidiaries 15,299 1,267 34 4,023 Gain from issuance of shares in subsidiary - (120,310) - - Tax expenses 15,826 50,460 1,286 4,163 Impairment and other charges 6,922 10,433 12,813 1,821 Other income (12,791) - - (3,364) Other income in respect of MSN transaction 12,791 - - 3,364 Stock compensation in accordance with SFAS 123(R) 3,428 - - 902 Financial expenses, net 115,228 57,537 20,861 30,307 Depreciation and amortization 123,928 116,848 31,179 32,595 Adjusted EBITDA 265,771 240,253 77,258 69,903 For further information, please contact: Mor Dagan Investor Relations Tel:+972-3-516-7620 Ms. Idit Azulay Internet Gold Tel: +972-72-200-3848 DATASOURCE: Internet Gold CONTACT: For further information, please contact: Mor Dagan - Investor Relations, / Tel:+972-3-516-7620. Ms. Idit Azulay, Internet Gold, / Tel: +972-72-200-3848

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