SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- F O R M 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2005 INTERNET GOLD-GOLDEN LINES LTD. (Name of Registrant) 1 Alexander Yanai Street Petach-Tikva, Israel (Address of Principal Executive Office) 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 [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ] Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________ Internet Gold-Golden Lines Ltd. 6-K Items 1. Press Release re Internet Gold Reports 9th Consecutive Quarter of Revenue Growth for Q2 2005 dated August 4, 2005. Item 1 Press Release Source: Internet Gold Internet Gold Reports 9th Consecutive Quarter of Revenue Growth for Q2 2005 Thursday August 4, 1:15 am ET Record Revenues of $16.5M for Q2 2005, Up 42% YOY and 11% Compared to Q1 '05 PETACH TIKVA, Israel, August 4 /PRNewswire-FirstCall/ -- Internet Gold, (Nasdaq: IGLD - News) today reported its financial results for the second quarter ended June 30, 2005. Highlights of the Quarter - Record revenues of $16.5 million: 9th consecutive quarter of revenue growth - Cash flow from operating activities up by 164% compared to Q1, reaching approximately $3 million. - Significant rise in revenues from international telephony activities. - Increased Internet advertising revenues with market share reaching approximately 25% - Launch of 'smile' re-branding initiative to optimize marketing investments and increase awareness of Group's scope of activities Financial Results Revenues for the second quarter were NIS 75.3 million (US$ 16.5 million), an increase of 42% compared with NIS 53.2 million in the second quarter of 2004, and an 11% increase compared with NIS 68.0 million in the first quarter of 2005. Gross margin for the quarter declined to 46% from 50.7% in the first quarter of 2005, reflecting investment in successful efforts to build the market share and user base of the Group's 015 International Telephony. As a result, operating income for the quarter was NIS 7.9 million (US$ 1.7 million), a decline of 2% compared to the first quarter of 2005. Net income for the quarter was NIS 4.7 million (US$ 1.0 million), or NIS 0.25 (US$ 0.06) per share, reflecting financial expenses of NIS 3.7 million (US$ 0.8 million). The rise in financial expenses resulted from the quarter's 1.1% rise in Israel's Consumer Price Index (CPI) and its affect on the interest rate of the Group's CPI-linked bonds. Management views the quarter's CPI rise as an unusual occurrence that is not likely to be repeated during the remainder of 2005. Net income for the second quarter of 2004 was NIS 5.7 million, or NIS 0.30 per share, compared to NIS 6.6 million, or NIS 0.36 per share, in the first quarter of 2005. Cash flow for the quarter was NIS 14 million (US$ 3 million), an increase of 164% compared to NIS 5.3 million in the first quarter of 2005. Comments of Management "The second quarter marked a significant period of revenue expansion, growing cash flow and strategic progress for Internet Gold," commented Eli Holtzman, Internet Gold's CEO. "Our focus during the quarter was to strengthen our positioning as a major player in all our markets and as a leading Internet media group. Our primary investments were in two directions: building the market share and user base of our IP Telephony and IP media/portal businesses, and launching our 'smile' re-branding program. "Our strategy for building market share included more aggressive pricing policies, an investment that has paid off in revenue, user and market share gains. Although the efforts reduced our gross margins and operating profit temporarily, they succeeded in establishing strong business platforms for these businesses that are necessary for the next stage of our business development." Mr. Holtzman continued, "We are very excited about our 'smile' re-branding program. This is an evolutionary step for Internet Gold that will help us build awareness of the broad range of our services while allowing more effective utilization of our marketing dollars. The campaign is currently in full swing now and we are delighted with the reaction so far." "Taken as a whole, we are pleased with our progress and working to take full advantage of opportunities in Israel's changing and growing communications marketplace." Overview of Business Segments smile.net - access and value-added services: During the second quarter, the company succeeded to increase its customer base while focusing on the Russian sector. In addition, sales of the Business Division and Value Added Services rose by 5% compared with the previous quarter as a result of continued successful sales and marketing efforts. smile.015 - International Telephony: Revenues from the Group's international telephony operations increased significantly during the second quarter, reflecting its rising market share and the ramp-up of hubbing and incoming traffic services. smile.media - e-Advertising/Content: The Group continued to expand its e-Advertising and portal activities throughout the period. - MSN Israel (50.1% owned) e-Advertising via MSN, MSN Messenger, Hotmail and MSN Search: As of the end of the quarter, MSN-Israel had a record of 873,000 active users of its Instant Messaging service and 600,000 users of its new MSN Search service. Recently, MSN-Israel announced joint ventures with Redmatch, with whom it will establish an online employment site, and with Israel's Entertainment Channel, with whom it will launch an entertainment portal. - Acquisitions: the Group continues to pursue opportunities to consolidate the marketplace through synergistic acquisitions and joint ventures. Nirshamim, the academic portal acquired during the first quarter, began making a positive contribution to the Group's top and bottom line results during the quarter. Building on a strong base, management expects that Nirshamim's performance will improve in the future. smile.shops - e-Commerce: Second quarter revenues of P-1000, the Group's e-Commerce business, rose by 8% compared to the first quarter, while operating income rose by 32% compared to the first quarter. With a firm belief in the future growth of the sector, the Group is currently evaluating acquisition and consolidation opportunities. About Internet Gold Internet Gold is a group of communications companies that provide Internet access and related value-added services, international telephony, e-advertising, content and e-Commerce services throughout Israel under the brand name "smile". The broad range and popularity of these services have established Internet Gold as one of Israel's leading Internet Communications groups. The Internet Gold Group includes four subsidiaries. MSN-Israel, its (50.1% owned) joint-venture with Microsoft Corp. (49.9% owned), provides Microsoft-branded Search, Instant Messaging, Hotmail and a variety of portal services. Internet Gold International, a fully-owned subsidiary, provide international Internet and communication services. GoldMind, a fully-owned subsidiary, provides value-added services to Internet subscribers. GoldTrade, the Group's fully-owned e-Commerce subsidiary, operates e-Commerce sites. For additional information about Internet Gold, please visit its Website at www.igld.com. NOTE A: Convenience Translation to Dollars For the convenience of the reader, the reported NIS figures of June 30, 2005 have been presented in U.S. Dollars thousands, translated at the representative rate of exchange as of June 30, 2005 (NIS 4.574 = U.S. Dollar 1.00). The U.S. Dollar (hereinafter - $) 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. Certain statements made herein that use the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand for the Company's services, inability to timely develop and introduce new technologies, services and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's Annual Report filed with the Securities and Exchange Commission and its other reports as filed from time to time with the Securities and Exchange Commission. For further information, please contact: Ms. Idit Azulay, Internet Gold +972 3 939-9848 idita@co.zahav.net.il Consolidated Balance Sheets Reported amounts Convenience translation into US Dollars NIS 4.574=US$1 June 30 June 30 December June 30 31 2005 2004 2004 2005 (Unaudited) (Unaudited) (Audited)(Unaudited) New Israeli Shekels - in US$ thousands thousands Current assets Cash and cash equivalents 271,164 94,918 75,637 59,284 Trade receivables, net 69,616 40,241 52,682 15,221 Other receivables 10,047 9,143 8,948 2,197 Deferred taxes 2,037 620 2,564 445 Total current assets 352,864 144,922 139,831 77,147 Investments Deferred taxes 32 14 22 7 Long-term investments 275 - - 60 307 14 22 67 Property and equipment, net 39,625 33,402 40,583 8,663 Other assets and deferred charges 120,297 88,937 114,956 26,300 Assets allocated to discontinued 886 - 4,631 194 operation Total assets 513,979 267,275 300,023 112,371 Consolidated Balance Sheets Reported amounts Convenience translation into US Dollars NIS 4.574=US$1 June 30 June 30 December June 30 31 2005 2004 2004 2005 (Unaudited) (Unaudited)(Audited) (Unaudited) New Israeli Shekels - in US$ thousands thousands Current liabilities Short-term bank loans 9,621 6,620 10,950 2,103 Accounts payable 72,008 *59,635 73,383 15,743 Other payables 17,507 *14,441 13,784 3,828 Total current liabilities 99,136 80,696 98,117 21,674 Long-term liabilities Long-term loans and other long-term obligations 52,756 41,840 72,117 11,534 Deferred revenues - 14 3 - Liability for termination of employer- employee relations, net 6,794 5,447 6,240 1,485 Company's share in excess of liabilities over assets in investees - 9,566 - - Convertible debentures 213,358 - - 46,646 Total long-term liabilities 272,908 56,867 78,360 59,665 Liabilities allocated to discontinued operation 265 - 1,653 58 Shareholders' equity Ordinary shares 197 197 197 43 Additional paid in capital 223,539 215,040 215,040 48,872 Accumulated deficit (82,066) (85,525) (93,344) (17,941) Total shareholders' equity 141,670 129,712 121,893 30,974 Total liabilities and 513,979 267,275 300,023 112,371 shareholders' equity * Reclassified Consolidated Statements of Operations Reported amounts Convenience translation into US Dollars NIS 4.574=US$1 Six month Six-month period Three-month period Year period ended ended ended ended June 30 June 30 December June 30 31 2005 2004 2005 2004 2004 2005 (Unaudited)(Unaudited) (Audited) (Unaudited) (Unaudited)(Unaudited) NIS thousands (except NIS thousands (except US$ per share data) per share data) thousands Revenues 143,340 104,175 75,325 53,199 219,577 31,338 Costs and expenses: Cost of revenues 74,213 44,191 40,673 21,625 96,820 16,225 Selling and marketing expenses 37,566 32,285 18,632 17,370 73,155 8,213 General and administrative 15,532 11,311 8,090 5,481 24,258 3,396 expenses Total costs and 127,311 87,787 67,395 44,476 194,233 27,834 expenses Income from 16,029 16,388 7,930 8,723 25,344 3,504 operations Financing expenses (income), net 4,315 89 3,666 549 (122) 943 Other expenses (132) 1,498 (97) 856 1,077 (29) (income), net Net income after financing expenses 11,846 14,801 4,361 7,318 24,389 2,590 Tax expenses 568 1,301 (289) 782 (301) 124 (income) Income after tax 11,278 13,500 4,650 6,536 24,690 2,466 Company's share in net loss of investee - 607 - 211 396 - Income from continuing operations 11,278 12,893 4,650 6,325 24,294 2,466 Company's share in loss of investee from discontinued operations - 1,252 - 675 4,763 - Net income 11,278 11,641 4,650 5,650 19,531 2,466 Income per share, basic and diluted Net income per NIS 0.01 par value of shares(in NIS) from continuing 0.61 0.70 0.25 0.34 1.32 0.13 operations Net loss per NIS 0.01 par value of shares(in NIS) from discontinued - (0.07) - (0.04) (0.26) - operations Net income per NIS 0.01 par value of 0.61 0.63 0.25 0.30 1.06 0.13 shares (in NIS) Weighted average number of Shares outstanding 18,432 18,432 18,432 18,432 18,432 18,432 (in thousands) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNET GOLD-GOLDEN LINES LTD. (Registrant) By /s/Eli Holtzman --------------- Eli Holtzman Chief Executive Officer Date: August 4, 2005