2007 Results: Revenues Reach NIS 1.2 Billion , 21% Adjusted EBITDA, 14% Non-GAAP EBIT PETACH TIKVA, Israel, February 26 /PRNewswire-FirstCall/ -- Internet Gold Golden Lines Ltd., (NASDAQ NMS and TASE: IGLD) today reported its financial results for the fourth quarter and full year ended December 31, 2007. Highlights - Continued revenue growth and significant improvement in profitability: for the quarter, revenues were NIS 286 million ($74.4 million), adjusted EBITDA margin was 21%, non-GAAP EBIT margin was 14%, and net income was a record NIS 108 million ($28.1 million) - Balance sheet strength: cash, cash equivalents and short term investments as of the end of the year increased to NIS 763 million ($198 million). Shareholders' Equity increased by 183%. - $30 million capital gain: the IPO of 012 Smile.Communications gave IGLD a NIS 115 million ($30 million) capital gain, improving its capital structure - Cash flow strength: operating cash flow for the year reaches ~NIS 225 million ($59 million) - 012 Smile.Communications growing in line with plan: Q4 revenues from core broadband businesses up by 14%; 33% gross margin; 23% adjusted EBITDA margin Financial Results for the Fourth Quarter Revenues for the fourth quarter of 2007 were NIS 286.0 million ($74.4 million), a 147% increase compared with NIS 115.8 million for the fourth quarter of 2006, and a 4% decrease compared with pro-forma sales of the fourth quarter of 2006. Excluding wholesale international traffic revenues, which declined significantly in 2007 due to Management's decision to reduce its emphasis on this low margin business, the Company's revenues for the quarter increased by 8.1%. Note: pro-forma results are provided to assist the reader in comparing Internet Gold's 2007 results, which include the full contribution of the merger as of January 1, 2007 of Smile.Communications with 012 Golden Lines, with 2006 results which do not include the results of 012 Golden Lines. Pro-forma results combine 012 Golden Lines' results for 2006 with Internet Gold's results for the same period. Net income for the fourth quarter of 2007 increased to NIS 108 million ($28.1 million), or NIS 4.63 ($1.20) per share, compared with NIS 6.0 million, or NIS 0.33 per share, for the fourth quarter of 2006. The increase was due to a one-time capital gain of NIS 115 million ($30 million) related to the IPO of the Company's subsidiary, 012 Smile.Communications, mitigated partially by tax expense of NIS 16 million ($4.2 million) related primarily to former year tax liabilities of 012 Smile.Communications. Adjusted EBITDA (b) for the quarter reached NIS 60.4 million ($15.7 million), an 8% increase compared with the adjusted pro-forma EBITDA(b) of the fourth quarter of 2006. Financial Results for 2007 Revenues for the twelve months ended December 31, 2007 were NIS 1,177.0 million ($306.0 million), an increase of 188% compared with NIS 408.0 million in 2006. On a pro-forma basis, 2007 revenues increased by 6.6% compared with NIS 1,104.0 million in 2006. Net income for 2007 increased to NIS 158 million ($41.1 million), or NIS 7.33 ($1.91) per share, compared with NIS 26.3 million, or NIS 1.43 per share, for 2006. Net income included a one-time capital gain of NIS 115 million ($30 million) related to the IPO of 012 Smile.Communications, and non-recurring operating expenses of NIS 10.4 million ($2.7 million) related to charges incurred in connection with the merger of Smile.Communications and 012 Golden Lines. Adjusted EBITDA(b) for the year reached NIS 246 million ($64.0 million), a 15% increase compared with the adjusted pro-forma EBITDA(b) for 2006. 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 short term investments as of December 31, 2007 were NIS 763 million ($198 million), an increase of 138% compared with NIS 321 million at the end of 2006. In addition, Internet Gold's bank debt decreased by 75% during the year, from NIS 381 million at the end of 2006 to NIS 96 million ($25 million) at the end of 2007. The Company's improved financial condition resulted from 012 Smile.Communications' NIS 425 million debt offering in the first quarter; the Company's NIS 423 million debt offering in the third quarter; the NIS 308 million raised by 012 Smile.Communications in its IPO; ~ NIS 225 million in cash flow from operating activities generated during the year; and NIS 104 million received from the exercise of warrants. In 2007, the Company utilized NIS 585 million for the acquisition of 012 Golden Lines. As of the end of 2007, the Company's primary balance sheet ratios showed significant improvement as compared to 2006: As of December 31, 2007 2006 Shareholders' Equity divided by Total Assets 25% 11% Net Debt to EBITDA Ratio 1.2 3.3 Current Ratio (Current Assets divided by Current 2.8 0.5 liabilities) Comments of Management Commenting on the results, Eli Holtzman, Internet Gold's CEO, said, "2007 was a transformational year during which we built Internet Gold into one of Israel's major communications and Internet groups that is well-positioned for accelerated growth. During the year, Management focused on the merger and IPO of 012 Smile.Communications, a process which tripled the Company's revenues, improved its profitability and increased Shareholders' Equity by 183%, enhancing the positioning of our group as we move into the next growth phase." Mr. Holtzman continued, "We are very pleased with the performance of the entire 012 Smile team - particularly their success in continually growing core businesses while carrying out the complex merger - and are confident in their ability to deliver additional growth in the years ahead. In the coming quarters, we will be focusing on the performance of Smile.Media, working to expand its market share in Israel's rapidly-growing, but highly competitive marketplace. We are re-working Smile.Media's strategic plan with the goal of realizing its full potential." Mr. Holtzman concluded, "In parallel, we have set the Company on a course aimed at capitalizing on new opportunities over the next several years. In the domestic market, we are evaluating potential acquisitions for their ability to contribute to our results and to give us entry into adjacent business segments. In the international arena, we have begun investigating potential partners in several mid-to-large sized emerging markets, and are building our penetration strategy. Our moves in this direction will be carefully charted and executed, a process that will take time, but that we expect it to pay off handsomely over the next few years." Business Segments 012 Smile.Communications Ltd. (NASDAQ and TASE: SMLC): Revenues for the twelve months ended December 31, 2007 were NIS 1,103 million ($286.8 million), an increase of 221% compared with NIS 343.1 million in 2006. On a pro-forma basis, 2007 revenues increased by 6.3% compared with 2006. Revenues for the fourth quarter of 2007 were NIS 271.3 million ($70.5 million), a slight decrease compared with pro-forma revenues for the fourth quarter of 2006. However, excluding the decline of wholesale international traffic sales, which management elected to de-emphasize due to very low margins, revenues for the quarter increased by 11%, reflecting a 14% increase in core broadband activities. 012 Smile.Communications' successful merger significantly improved its profitability. Adjusted EBITDA(b) for 2007 increased by 24% to NIS 237.1 million ($61.6 million) compared with NIS 191.7 million in 2006 on a pro-forma basis. Adjusted EBITDA(b) for the fourth quarter increased by 30% year-over-year compared to pro-forma results, and adjusted EBITDA margin for the quarter rose to 23%. Smile.Media Ltd.: Revenues for the twelve months ended December 31, 2007 were NIS 75 million (US$ 19.5 million), an increase of 12.6% compared with NIS 66.6 million in 2006. Revenues for the fourth quarter of 2007 were NIS 15.7 million (US $4.1 million). Adjusted EBITDA(b) for the period was NIS 0.5 million. Q4 revenues and operating margins reflects a market share loss in several of the e-Advertising business segments that Management is now working to reverse. Also impacting the results were investments in technical platforms and applications aimed to accelerate the segment's growth. Management is currently re-working Smile.Media's strategic plan with the goal of building its market share and realizing its full potential. Other: In addition to the operations of 012 Smile.Communications and Smile.Media, Internet Gold incurred operating expenses of approximately NIS 0.7 million (US $0.2 million) for the quarter. These expenses reflect activities related to the Company's listing on public securities exchanges, including Sarbanes Oxley compliance, Directors and Officers insurance and others, together with expenses related to business development activities. Changes in the Number of Outstanding Shares In April 2005, Internet Gold completed an offering in Israel of NIS 220 million of convertible bonds that were scheduled to be repaid during the period April 2008 through April 2015, and warrants to purchase 2.5 million ordinary shares that were exercisable until October 15, 2007. The bonds are convertible into ordinary shares at a conversion price of NIS 40 ($10.40) per share until March 2008, at which time the conversion price will increase to NIS 50 ($13.00). From the beginning of 2007 through October 15, 2007, all of the outstanding warrants were exercised. The Company's proceeds from the exercise of warrants totaled NIS 104 million ($27 million). As of December 31, 2007, bondholders converted NIS 103.6 million of the bonds into 2,592,069 shares. Subsequent to the balance sheet date, through February 20, 2008, an additional NIS 43,000 of bonds was converted into 1,086 shares. Share and Convertible Bond Buyback Programs Initiated During the past several months, the Company's Board of Directors authorized buyback plans in view of the current market price of the Company's shares and convertible bonds, which it believes are far below the Company's true value and its future growth prospects. - Share Buyback Program: on November 29, 2007, the Board of Directors authorized the repurchase of up to NIS 70 million (approximately $18.2 million) of the Company's ordinary shares from both the Nasdaq Global Market and Tel Aviv Stock Exchange. The timing and amount of any shares repurchased will be determined by Management based on market conditions and other factors, including volume limitations imposed by Rule 10b-18. As of December 31, 2007, the Company had repurchased 144,138 shares, and as of February 20, 2008, the Company had repurchased 658,469 shares. - Convertible Bond Buyback Program: After the reporting period, on January 28, 2008, the Board of Directors authorized the repurchase of up to NIS 112 million (approximately $29 million) of the Company's convertible bonds. As of February 20, 2008, the Company had repurchased convertible bonds valued at approximately NIS 1.4 million. Reconciliation Between Results on a GAAP and Non-GAAP Basis Reconciliation between the Company's results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations (Non-GAAP Basis). Non-GAAP financial measures consist of GAAP financial measures adjusted to exclude amortization of acquired intangible assets, as well as certain business combination accounting entries. The purpose of such adjustments is to give an indication of our performance exclusive of non-cash charges and other items that are considered by management to be outside of our core operating results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. We believe these non-GAAP financial measures provide consistent and comparable measures to help investors understand our current and future operating cash flow performance. These non-GAAP financial measures may differ materially from the non-GAAP financial measures used by other companies. Reconciliation between results on a GAAP and non-GAAP basis is provided in a table immediately following the Consolidated Statement of Operations. Purchase Price Allocation In the year ended 2007, the Company recorded NIS 32 million (US$ 8.3 million) in amortization costs, relating to the acquisition of 012 Golden Lines, according to the economic benefit expected from those intangible assets. In the three months ended December 31, 2007, amortization costs were NIS 8 million (US$ 2.1 million). NOTE A: Convenience Translation to Dollars For the convenience of the reader, the reported NIS figures of December 31, 2007 have been presented in thousands of U.S. dollars, translated at the representative rate of exchange as of December 31, 2007 (NIS 3.8460 = U.S. Dollar 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 EBITDA is a non-GAAP financial measure generally defined as earnings before interest, taxes, depreciation and amortization. We define adjusted EBITDA as net income before financial income (expenses), net, impairment and other charges, income tax expenses, depreciation and amortization. On a pro forma basis, we define adjusted EBITDA as net income before financial income (expenses), net, impairment and other charges, income tax expenses, depreciation and amortization and income from discontinued operations. 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, and depreciation expenses associated with, fixed assets (affecting relative depreciation expense). 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 prospectus, may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. Our use of adjusted EBITDA is detailed more fully in "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Non-GAAP Financial Measures" and reflects our belief that the non-GAAP financial information is important for the understanding of our operations. We define non-GAAP adjusted EBIT (earnings before interest and taxes) as net income before interest and taxes net amortization with regard to the intangible assets acquired as part of the acquisition of 012 Golden Lines and non-recurring expenses relating to charges incurred in connection with the merger of Smile.Communications and 012 Golden Lines. About Internet Gold Internet Gold is one of Israel's leading communications groups with a major presence across all Internet-related sectors. Its 72.4% 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 growing 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. Consolidated Balance Sheets Convenience translation into U.S. dollars $1=NIS 3.846 December 31 December 31 2007 2006 2007 (Unaudited) (Audited) (Unaudited) NIS thousands NIS thousands $ thousands Current assets Cash and cash equivalents 601,926 320,479 156,507 Short-term investments 161,353 883 41,953 Trade receivables, net 221,602 220,734 57,619 Other receivables 26,947 26,489 7,006 Deferred taxes 8,003 2,393 2,081 Total current assets 1,019,831 570,978 265,166 Investments Long-term trade receivables 3,460 2,951 900 Deferred taxes 20,534 157 5,339 Investments in investee companies 291 552 76 24,285 3,660 6,315 Property and equipment, net 163,949 159,692 42,628 Goodwill, other assets and deferred 941,266 949,267 244,739 charges Total assets 2,149,331 1,683,597 558,848 Consolidated Balance Sheets (cont'd) Convenience translation into U.S. dollars $1=NIS 3.846 December 31 December 31 2007 2006 2007 (Unaudited) (Audited) (Unaudited) NIS thousands NIS thousands $ thousands Current liabilities Short-term bank credit 46,091 364,862 11,984 Current maturities of long- term 10,735 18,674 2,791 obligations Accounts payable 200,069 193,144 52,020 Payables in respect of 012 - 584,621 - acquisition Current maturities of convertible 15,354 - 3,992 debentures Other current liabilities 93,317 46,224 24,264 Total current liabilities 365,566 1,207,525 95,051 Long-term liabilities Long-term loans and other long-term 66,485 20,386 17,287 obligations Liability for termination of employer-employee relations, net 15,220 14,844 3,957 Deferred taxes 41,526 51,512 10,797 Debentures 839,434 - 218,262 Convertible debentures 97,375 198,998 25,319 Total long-term liabilities 1,060,040 285,740 275,622 Total liabilities 1,425,606 1,493,265 370,673 Minority interest 184,998 89 48,101 Shareholders' equity 538,727 190,243 140,074 Total liabilities and shareholders' 2,149,331 1,683,597 558,848 equity Consolidated Statements of Operations Convenience translation into U.S. dollars $1=NIS 3.846 Year ended Year ended December 31 December 31 2007 2006 2005 2007 (Unaudited) (Audited) (Audited)(Unaudited) NIS thousands $thousands Revenues 1,177,284 408,359 *288,770 306,106 Costs and expenses Cost of revenues 800,795 252,413 *154,781 208,215 Selling and marketing 176,250 75,576 *71,935 45,827 General and administrative 69,777 33,957 33,156 18,143 Non - recurring expenses 10,433 12,813 - 2,712 Total costs and expenses 1,057,255 374,759 *259,872 274,897 Income from operations 120,029 33,600 28,898 31,209 Financial expenses, net 57,414 5,615 9,403 14,928 Other expenses (income), net 3,117 - (237) 811 Gain from issuance of shares in (115,387) - - (30,002) subsidiary Income before tax expenses 174,885 27,985 19,732 45,472 Tax expense (benefit) 14,934 1,286 1,451 3,883 Income after tax expenses 159,951 26,699 18,281 41,589 Company's share in net loss of unconsolidated investee - (334) - - Minority interest in operations of consolidated subsidiaries (1,465) (34) - (381) Net income 158,486 26,331 18,281 41,208 Income (loss) per share, basic Net income per share (in NIS) 7.33 1.43 0.99 1.91 Weighted average number of shares outstanding (in thousands) 21,617 18,438 18,432 21,617 Income (loss) per share, diluted Net income per share (in NIS) 6.82 1.43 0.99 1.77 Weighted average number of shares outstanding (in thousands) 24,795 18,438 18,432 24,795 Reconciliation Table of Non-GAAP Measures Year ended December 31 2007 2006 2005 (Unaudited) (Unaudited) (Unaudited) NIS thousands GAAP operating income 120,029 33,600 28,898 Adjustments Amortization of acquired intangible assets 31,938 - - Non-recurring expenses 10,433 12,813 - Non-GAAP adjusted operating income 162,400 46,413 28,898 GAAP tax expenses 14,934 1,286 1,451 Adjustments Amortization of acquired intangible assets Included in tax expenses, (benefit) 9,262 - - Non-GAAP tax expenses 24,196 1,286 1,451 Net Income As Reported 158,486 26,331 18,281 Minority Interest In Operations Of Consolidated Subsidiaries 1,465 34 - Company's Share In Net Loss Of Investees - 334 - Taxes On Income 14,934 1,286 1,451 Gain from issuance of shares in subsidiary (115,387) - - Other (income)expenses, net 3,117 - (237) Non-recurring Expenses 10,433 12,813 - Financial Expenses, net 57,414 5,615 9,403 Depreciation & Amortization 115,648 31,178 27,630 Adjusted EBITDA 246,110 77,591 56,528 For further information, please contact: Lee Roth - KCSA Worldwide / Tel: +1-212-896-1209 Mor Dagan - Investor Relations / Tel:+972-3-516-7620 Ms. Idit Azulay, Internet Gold / Tel: +972-200-3848 DATASOURCE: Internet Gold CONTACT: For further information, please contact: Lee Roth - KCSA Worldwide, / Tel: +1-212-896-1209; Mor Dagan - Investor Relations, / Tel:+972-3-516-7620; Ms. Idit Azulay, Internet Gold, / Tel: +972-200-3848

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