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

 

November 21, 2018

 

(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)

 

Enclosure: Partner Communications reports third quarter 2018 results

 

 

ADJUSTED EBITDA² TOTALED NIS 201 MILLION

 

FIXED LINE SEGMENT ADJUSTED EBITDA INCREASED BY 12% COMPARED TO Q3'17

 

CELLULAR CHURN RATE DECLINED TO 8.0%

 

PARTNER’S CEO, ISAAC BENBENISTI, NOTED: "THE GROWTH IN HOUSEHOLDS

CONNECTED TO PARTNER TV HAS ACCELERATED DURING THE THIRD QUARTER, AND

AS OF TODAY, PARTNER TV HAS 118 THOUSAND HOUSEHOLDS CONNECTED TO THE

SERVICE. 'PARTNER FIBER' INFRASTRACTURE WHICH WAS LAUNCHED LAST YEAR,

REACHES OVER 250 THOUSAND HOUSEHOLDS ACROSS ISRAEL AS OF TODAY."

 

Third quarter 2018 highlights (compared with third quarter 2017)

 

·	Total Revenues: NIS 822 million (US$ 227 million), a decrease of NIS 4 million

·	Service Revenues: NIS 654 million (US$ 180 million), a decrease of 2%

·	Equipment Revenues: NIS 168 million (US$ 46 million), an increase of 5%

·	Total Operating Expenses (OPEX2): NIS 504 million (US$ 139 million), an increase of 6%

·	Adjusted EBITDA: NIS 201 million (US$ 55 million), a decrease of 16%

·	Adjusted EBITDA Margin2: 24% of total revenues compared with 29%

·	Profit for the Period: NIS 26 million (US$ 7 million), a decrease of NIS 28 million

·	Net Debt2: NIS 898 million (US$ 248 million), an increase of NIS 11 million

·	Adjusted Free Cash Flow (before interest) 2: NIS 70 million (US$ 19 million), a decrease of NIS 132 million

·	Cellular ARPU: NIS 60 (US$ 17), a decrease of 6%

·	Cellular Subscriber Base: approximately 2.65 million at quarter-end, a decrease of 1%

·	TV Subscriber Base: 106 thousand households at quarter-end, an increase of 92 thousand households

 

---

Rosh Ha’ayin, Israel, November 21, 2018 – 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 September 30, 2018.

 

Commenting on the third quarter 2018 results, Mr. Isaac Benbenisti, CEO of Partner noted:

 

"The third quarter of 2018 results reflect encouraging figures in the cellular segment as well as the momentum in the Company's new growth engines, TV and fiber optic infrastructure.

 

In the cellular segment, in the third quarter we added 11 thousand Post-Paid subscribers to our subscriber base, on a net basis, along with growth in ARPU and a decline in churn rate. We are reporting the 13^th consecutive quarter of growth in the number of Post-Paid subscribers, who enjoy Partner's advanced network with unique capabilities such as VoLTE and WiFi Calling - which are not offered by our competitors.

 

The growth in households connected to Partner TV has accelerated during the third quarter, and as of today, Partner TV has 118 thousand households connected to the service. Most of Partner TV's customers choose the service as part of a package, bundling TV and internet services, and some of them are connected to Partner TV using Partner fiber optic infrastructure. In addition, we launched this month a dedicated service enabling multi-channel TV to be viewed on a PC.

 

Our fiber optics infrastructure, 'Partner Fiber', which was launched last year, has shattered in record time the technological stagnation imposed on the Israeli consumer by the fixed line monopoly, and as of today it reaches over 250 thousand households across Israel. Our deployment proceeds at a rapid pace, and Partner's optic fibers are available to more and more households who can connect to internet service at a speed of up to 1,000 mbps.

 

The business customer division is expanding as well, and in the third quarter new customers have joined and existing customers services were expanded. This is attributable to Partner's integration capabilities and strategic collaborations with world leading manufacturers.

 

In addition, as part of the Company's strategy, we continue to examine new potential growth engines, among others, in the fintech and finance industries.”

 

Mr. Tamir Amar, Partner's Chief Financial Officer, commented on 2018 third quarter results:

 

“The third quarter results reflected the existing trends in the communications market and the progress in the Company's strategy and ongoing projects.

 

In the cellular segment, Partner recorded a decrease in the churn rate to 8.0% and, for the 13^th consecutive quarter, a net increase in Post-Paid subscribers, as well as a net increase of 8 thousand cellular subscribers overall. These results followed the entrance of a new competitor during the second quarter, which resulted in an increase in the churn rate and an intensification of the level of competition in the second quarter 2018. However this effect was significantly moderated during the third quarter.

 

In the fixed line segment, Adjusted EBITDA increased by 12% in the third quarter compared to the third quarter of 2017, and by 22% compared to the second quarter of 2018. This growth resulted from continued growth in the number of households connected to Partner TV which led to an increase in revenues from internet and TV services.

 

In addition, we continue to deploy fiber optic infrastructure to residential areas, reaching over 200 thousand households by the end of the third quarter, and over 250 thousand households as of today. The deployment serves as a platform for the daily transfer of customers to our independent infrastructure which is expected to significantly improve the profitability of our internet and TV operations, enables a higher quality TV viewing experience for Partner's customers and provides an enhanced internet service.

 

The Company's Free Cash Flow totaled NIS 70 million in the third quarter, after taking into account all the Company's investments, including in fiber optics and TV – investments which remain relatively stable despite the increase in fiber optic deployment and the significant increase in the number of Partner's TV households.

 

We succeeded in maintaining Net Debt at a level below NIS 0.9 billion, while continuing to develop new growth engines and execute our buy-back plan which totaled NIS 67 million during the quarter. Overall, since the Company announced its buy-back plan in May 2018, we have acquired 6.5 million shares at a total cost of NIS 100 million (including commissions) at an average price of NIS 15.38 per share.”

 

 

* See footnote in "Key Financial and Operating Indicators" table below.

 

 

 

 

 

 

 

 

 

 

In Q3 2018, total revenues were NIS 822 million (US$ 227 million), a decrease of NIS 4 million from NIS 826 million in Q3 2017.

 

Service revenues in Q3 2018 totaled NIS 654 million (US$ 180 million), a decrease of 2% from NIS 666 million in Q3 2017.

 

Service revenues for the cellular segment in Q3 2018 totaled NIS 476 million (US$ 131 million), a decrease of 7% from NIS 514 million in Q3 2017. The decrease was mainly the result of the continued price erosion of cellular services (both Post-Paid and Pre-Paid) due to the continued competitive market conditions.

 

Service revenues for the fixed-line segment in Q3 2018 totaled NIS 220 million (US$ 61 million), an increase of 13% from NIS 194 million in Q3 2017. The increase reflected revenues from TV services (which started in Q3 2017) and internet services, which were partially offset principally by the decline in revenues from international calling services.

 

Equipment revenues in Q3 2018 totaled NIS 168 million (US$ 46 million), an increase of 5% from NIS 160 million in Q3 2017, largely reflecting higher volumes of equipment sales as well as a change in the product mix.

 

Gross profit from equipment sales in Q3 2018 was NIS 44 million (US$ 12 million), compared with NIS 43 million in Q3 2017, an increase of 2%, mainly reflecting higher sales volumes.

 

Total operating expenses (‘OPEX’) totaled NIS 504 million (US$ 139 million) in Q3 2018, an increase of 6% or NIS 27 million from Q3 2017. The increase mainly reflected additional expenses relating to the Company's TV service and the growth in internet services and a nonrecurring reduction in site-rental expenses in Q3 2017, partially offset by a decrease in international calling services expenses. Including depreciation and amortization expenses and other expenses (mainly amortization of employee share based compensation), OPEX in Q3 2018 increased by 5% compared with Q3 2017.

 

Operating profit for Q3 2018 was NIS 48 million (US$ 13 million), a decrease of 48% compared with NIS 92 million in Q3 2017. See Adjusted EBITDA analysis for each segment below.

 

Adjusted EBITDA in Q3 2018 totaled NIS 201 million (US$ 55 million), a decrease of 16% from NIS 239 million in Q3 2017. As a percentage of total revenues, Adjusted EBITDA in Q3 2018 was 24% compared with 29% in Q3 2017.

 

Adjusted EBITDA for the cellular segment was NIS 145 million (US$ 40 million) in Q3 2018, a decrease of 23% from NIS 189 million in Q3 2017, mainly reflecting the decrease in cellular service revenues and a nonrecurring reduction in site-rental expenses in Q3 2017, partially offset by a decline in other cellular OPEX. As a percentage of total cellular segment revenues, Adjusted EBITDA for the cellular segment in Q3 2018 was 23% compared with 29% in Q3 2017.

 

Adjusted EBITDA for the fixed-line segment was NIS 56 million (US$ 15 million) in Q3 2018, an increase of 12% from NIS 50 million in Q3 2017, mainly reflecting the increase in fixed line service revenues, partially offset by an increase in OPEX. As a percentage of total fixed-line segment revenues, Adjusted EBITDA for the fixed-line segment in Q3 2018 was 23%, unchanged from Q3 2017.

 

Finance costs, net in Q3 2018 were NIS 10 million (US$ 3 million), a decrease of 33% compared with NIS 15 million in Q3 2017. The decrease largely reflected lower interest expenses in view of the lower debt level and lower average debt interest rate, partially offset by an increase in foreign exchange rate expenses and higher linkage expenses due to a higher CPI level.

 

Income tax expenses for Q3 2018 were NIS 12 million (US$ 3 million), compared with NIS 23 million in Q3 2017.

 

Profit in Q3 2018 was NIS 26 million (US$ 7 million), compared with NIS 54 million in Q3 2017, a decrease of NIS 28 million.

 

Based on the weighted average number of shares outstanding during Q3 2018, basic earnings per share or ADS, was NIS 0.16 (US$ 0.04), compared with basic earnings per share of NIS 0.32 in Q3 2017.

 

 

At the end of Q3 2018, the Company's cellular subscriber base (including mobile data and 012 Mobile subscribers) was approximately 2.65 million, including approximately 2.35 million Post-Paid subscribers or 89% of the base, and approximately 297 thousand Pre-Paid subscribers, or 11% of the subscriber base.

 

During the third quarter of 2018, the cellular subscriber base increased by approximately 8 thousand subscribers. The Post-Paid subscriber base increased by approximately 11 thousand subscribers, while the Pre-Paid subscriber base decreased by approximately 3 thousand subscribers.

 

The quarterly churn rate for cellular subscribers in Q3 2018 was 8.0%, compared with 9.3% in Q3 2017.

 

The cellular market share (based on the number of subscribers) at the end of Q3 2018 was estimated to be approximately 25%, compared to 26% in Q3 2017.

 

The monthly Average Revenue per User (“ARPU”) for cellular subscribers in Q3 2018 was NIS 60 (US$ 17), a decrease of 6% from NIS 64 in Q3 2017. The decrease mainly reflected the continued price erosion in key cellular services due to the competition in the cellular market.

 

 

 

In Q3 2018, Adjusted Free Cash Flow totaled NIS 70 million (US$ 19 million), a decrease of 65% from NIS 202 million in Q3 2017.

 

Cash generated from operating activities decreased by 39% to NIS 188 million (US$ 52 million) in Q3 2018 from NIS 306 million in Q3 2017. The decrease mainly reflected the increase in operating assets and liabilities and the decrease in Adjusted EBITDA.

 

Cash capital expenditures (‘CAPEX payments’), as represented by cash flows used for the acquisition of property and equipment and intangible assets, were NIS 117 million (US$ 32 million) in Q3 2018, an increase of 11% from NIS 105 million in Q3 2017.

 

The level of Net Debt at the end of Q3 2018 amounted to NIS 898 million (US$ 248 million), compared with NIS 887 million at the end of Q3 2017.

 

 

IFRS 16, Leases (“the Standard”), was issued in January 2016 and will supersede IAS 17 Leases. The Standard is mandatory for financial years commencing on or after January 1, 2019, and early application is permitted. The Company will adopt the standard from its mandatory adoption date of January 1, 2019 (transition date).

 

The Standard removes the distinction between operating and finance leases for lessees. Under the new Standard, with certain exceptions, the assets (the right to use the leased item) and the financial liabilities to pay rentals will be recognized in our Statement of Financial Position, and are expected to be material. The accounting for lessors will not change significantly. In our Statement of Income, finance costs on the financial liabilities and depreciation expenses related to the rights-of-use assets will be recognized in place of rental expenses. In our Statement of Cash Flows, rental payments will be recognized as repayment of the financial liabilities and will be presented as cash used in financing activities in place of cash provided by operating activities. The implementation of the new Standard is expected to have a material positive impact on our operating profit and Adjusted EBITDA. Our profit is not expected to be materially affected.

 

The Company is in the process of implementing the required adjustments into the Company's information systems.

 

The Company plans to apply the Standard using the modified retrospective approach and will not restate comparative amounts for the years prior to the transition date. Any transitional adjustments will be recognized in retained earnings with the cumulative effect as of the transition date.

 

The Company estimates that the implementation of the standard will result in a decrease in lease expenses in 2019 of approximately between NIS 70 million and NIS 80 million, and an increase in amortization expenses and finance costs in 2019 in a total amount of approximately between NIS 70 and NIS 80 million; and on the statement of financial position a right-of-use asset and corresponding lease liability are expected to be recognized in amounts of approximately between NIS 300 million and NIS 350 million.

 

In addition, further material effect is expected to occur in the stand alone financial statements of PHI (P.H.I. Networks (2015) Limited Partnership, held 50% by the Company ("PHI")) which operates a substantial number of the Company's cell-sites. The total contractual undiscounted estimated lease payments of PHI are approximately between NIS 690 million and NIS 730 million. PHI management estimates that the total contractual lease expenses in 2019 will decrease in the amount of approximately between NIS 140 million to NIS 160 million and the amortization and finance expenses will increase in an amount which is still under evaluation by PHI management.

 

The aforementioned amounts are estimates and not final and therefore may change.

 

 

Partner will hold a conference call on Wednesday, November 21, 2018 at 10.00AM Eastern Time / 5.00PM Israel Time.

To join the call, please dial the following numbers (at least 10 minutes before the scheduled time):

International: +972.3.918.0610

North America toll-free: +1.888.668.9141

A live webcast of the call will also be available on Partner's Investors Relations website at: www.partner.co.il/en/Investors-Relations/lobby/

If you are unavailable to join live, the replay of the call will be available from November 21, 2018 until December 5, 2018, at the following numbers:

International: +972.3.925.5929

North America toll-free: +1.888.326.9310

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.

 

 

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. Specific statements have been made regarding the examination of new potential growth engines, among others in the fintech and financial sectors; the expectation that the transfer of additional subscribers to our independent fiber optic infrastructure will significantly improve the profitability of our internet and TV operations and provide a higher quality TV viewing experience for our customers and better internet service and with respect to the expected effects of the implementation of the IFRS 16 standard on the results of the Company and PHI and on their financial statements; 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, the availability of financing to enable the Company to pursue the anticipated pace and volume of the Company’s fiber optic infrastructure deployment; the absence of changes in the competitive and regulatory environment which would prevent the Company from continuing its accelerated optic fiber infrastructure deployment; the Company’s ability to continue to realize the anticipated benefits from the investment in the Company's fiber optic infrastructure and TV service; whether the Company will have the financial resources needed to continue to increase the number of customers served by its fiber optic infrastructure; as well as the risks entailed in the entry into new sectors and markets. The future results may differ materially from those anticipated herein. For further information regarding risks, uncertainties and assumptions about Partner, trends in the Israeli telecommunications industry in general, the impact of current global economic conditions and 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 September 30, 2018: US $1.00 equals NIS 3.627. The translations were made purely for the convenience of the reader.

 

 

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.

 

 

*	Adjusted EBITDA is fully comparable with EBITDA measure which was provided in reports for prior periods.

**	Adjusted Free Cash Flow measure is fully comparable to Free Cash Flow measure which was provided in reports for prior periods.

 

 

Partner Communications Company Ltd. is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony, internet services and television 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:

 

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

 

*	Representing an amount of less than 1 million.

**	Net of treasury shares.

***	Including, restricted shares in amount of 1,376,381 and 1,038,219 as of and December 31, 2017 and September 30, 2018, respectively, held by a trustee under the Company's Equity Incentive Plan, such shares may become outstanding upon completion of vesting conditions.

 

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

*   Representing an amount of less than 1 million.

 

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM CONDENSED CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

 

		New Israeli shekels																Convenience translation into U.S. dollars
		9 month period ended September 30,								3 month period ended September 30,								9 month period ended September 30,				3 month period ended September 30,
		2018				2017				2018				2017				2018				2018
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
		In millions
Profit for the period			37				164				26				54				10				7
Other comprehensive income for the period, net of income tax			-				-				-				-				-				-
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD			37				164				26				54				10				7
Total comprehensive income attributable to:
Owners of the Company			37				164				26				54				10				7
Non-controlling interests			*				-				*				-				*				*
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD			37				164				26				54				10				7

 

*   Representing an amount of less than 1 million.

 

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM SEGMENT INFORMATION & ADJUSTED EBITDA RECONCILIATION

 

 

 

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

INTERIM SEGMENT INFORMATION & ADJUSTED EBITDA RECONCILIATION

        

*    Representing an amount of less than 1 million.

 

(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; it is fully comparable to EBITDA information which has been previously provided for prior periods.

(3) Operating expenses include selling and marketing expenses and general and administrative expenses.

 

 

  PARTNER COMMUNICATIONS COMPANY LTD.

   (An Israeli Corporation)

   INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

* Representing an amount of less than 1 million.

 

  PARTNER COMMUNICATIONS COMPANY LTD.

   (An Israeli Corporation)

   INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Appendix - Cash generated from operations and supplemental information

 

 

* Representing an amount of less than 1 million.