Blue Square – Israel Ltd. Reports Financial Results for the First Half and Second Quarter of 2009


Blue Square – Israel Ltd. Reports Financial Results for the First Half and Second Quarter of 2009

ROSH HA’AYIN, Israel, August 17 /PRNewswire-FirstCall/ –

- The Continued Implementation of the Strategic Plan That Includes a Successful Launch and the Expansion of the “Mega Bool” Chain, the Launch of a Private Brand, Establishing Logistic Centers for the Non-Food and Vegetables Activities and Launching Additional Enrolment Options to “You” Club

- The Operating Profit Margin was Maintained Compared to the Prior Quarter, Despite the Increased Competition and the Effect of the Passover Holiday

Blue Square-Israel Ltd. (NYSE and TASE: BSI) today announced its financial results for the first half of 2009 and the second quarter ended June 30, 2009.

Results for the First Half of 2009

Revenues for the first half of 2009 were NIS 3,608.7 million (U.S.(1) $920.8 million), compared to NIS 3,739.6 million in the corresponding period of 2008 – a decrease of 3.5 %. Supermarket same store sales (SSS) for the period decreased by 6.8% due to the recession in the market, increase competition and erosion of the sales prices in HD chains. On the other hand, the decrease in sales was offset by the net addition of ten new stores during the 12-month period of approximately 12,100 square meters; in addition, the sales of BEE Group increased during the period compared to the corresponding period last year by 8.2%.

Gross Profit of the first half of 2009 amounted to NIS 1,004.8 million (U.S. $ 256.4 million) (27. 8 % of revenues) compared to gross profit of NIS 1,031.1 million (27.6% of revenues) in the first half of 2008. The increase in the gross profit margin derives from an increase in sales of BEE Group characterized with higher gross profit margins relative to those acceptable in the food retail sector. In addition, gross margin increased from supplier agreements, part of which relate to the establishment of the “Mega Bool” chain that offset the effect of the planned erosion in the gross profitability rate due to the establishment of the “Mega Bool” chain.

Selling, General, and Administrative Expenses for the first half of 2009 amounted to NIS 884.0 million (U.S. $ 225.6 million) (24.5% of revenues) compared to NIS 870.1 million (23.3% of revenues) in the corresponding period, an increase of 1.6%. The increase reflects increased expenses associated with the opening of ten new stores, including the expenses associated with the accelerated opening of six branches of the Eden Teva Market format during the last twelve months and expenses associated with the launch of the Mega Bool format. Concurrently, several measures to increase efficiency were taken, which resulted in a relative decrease of the tendency for increased expenses as a result of opening new branches.

Operating Income (before income and other expenses and increase in fair value of real estate) in the first half of 2009 amounted to NIS 120.9 million (U.S $ 30.8 million) (3.3% of revenues) compared to the operating income of NIS 161.0 million (4.3% of revenues) in the corresponding period. The decrease in the operating income was affected by a decrease in sales and increase in the selling and administrative expenses, mainly from accelerated opening of branches (pre-operating costs and their negative contribution in the initial operating period) and costs associated with the establishment of the “Mega Bool” chain.

Appreciation of Investment Property: In the first half of 2009, the Company recorded gain from appreciation of investment property in the amount of NIS 1.7 million (U.S $ 0.4 million) compared to NIS 18.0 million in the corresponding period of the previous year.

Other Income Expenses, Net: In the first half of 2009, the Company recorded other expenses, net of NIS 0.6 million (U.S. $ 0.2 million), compared to other expenses, net of NIS 1.8 million in the corresponding period of the previous year. The other expenses included, in this period, a provision for impairment of property and equipment in Dr. Baby Stores in the amount of NIS 2.8 million (U.S $ 0.7 million) and were offset from the capital gain of NIS 0.3 million (U.S $ 0.1 million) from the sale of 1.5% of the shares of Blue Square Real Estate for NIS 10.1 million (U.S $2.6 million) and from a capital gain of NIS 2.8 million (U.S $ 0.7 million) from purchasing 8% of Naaman shares that were held by minority.

Operating Income before financing in the first half of 2009 was NIS 122.0 million (U.S. $ 31.1 million) (3.4% of revenues) compared to operating income of NIS 177.2 million (4.7% of revenues) in the first half of 2008.

Financial Expenses (net) for the first half of 2009 were NIS 47.2 million (U.S. $12 million) compared to financial expenses (net) of NIS 48.4 million in the corresponding period of the previous year. The decrease in financial expenses in the first half of this year compared to the corresponding period last year mainly derives from the effect of the change in the value of hedging transactions on the index that were effected in the fourth quarter of 2008 and the change in the value derivative financial instruments that contributed in the first half of 2009 to an income of NIS 24.0 million (U.S $6.1 million) compared to an expense of NIS 11.1 million in the corresponding period last year and from a decrease in financial expenses on debentures and CPI linked loans, of NIS 9.1 million (U.S $ 2.3 million) in the first half of 2009 compared to corresponding period last year (increase in the known index in the first half of 2009 amounted to 1.1% compared to 2.8% in the corresponding period last year). On the other hand, the decrease in the financial expenses was offset as a result of the increase in the value of the conversion option of the convertible debenture (following the increase in the company’s share price) which contributed in the current half to an expense of NIS 13.1 million (U.S $ 3.3 million) compared to an income of NIS 24.7 million in the corresponding half last year.

Taxes on Income for the first half of 2009 were NIS 24.8 million (U.S. $6.3 million) (33.2% effective tax rate compared to a statutory tax rate of 26%) compared to NIS 26.5 million (effective tax rate of 20.6% compared to a statutory tax rate of 27%) in the corresponding half last year. The increase in the effective tax rate in the first half compared to the corresponding half last year derives mainly from recording financial expenses from revaluation of the conversion component in convertible debentures of the company and from losses of Dr. Baby formats for which no deferred taxes were recorded.

On July 14, 2009, the Law for Economic Efficiency passed in the Knesset (Legislation Amendments for the Implementation of Economic Plan for 2009- 2010) 5769 – 2009, which prescribed, among others, the gradual decrease of corporate tax rate down to 18% in the 2016 tax year and onwards.

The implication of the change in the tax rate will be reflected in the results of the third quarter of 2009 by decrease in deferred tax liability and recognition in income from taxes in the amount of NIS 14 million (U.S $ 3.5 million) out of which the portion attributed to the company’s owners is NIS 12 million (U.S $ 3.0 million).

Net Income for the first half of 2009 was NIS 49.9 million (U.S. $ 12.7 million) compared to net income of NIS 102.3 million in the first half of 2008. The decrease in the net income in the first half this year compared to the corresponding period last year derives from decrease in operating income, decrease in a gain from appreciation of investment property and increase in income tax expenses, as mentioned above. The net income for the first half of 2009, in accordance with the IFRS attributable to shareholders, was NIS 39.6 million (U.S. $10.1 million), or NIS 0.91 per ADS (U.S. $ 0.23), while the portion attributable to the share of minority interests was NIS 10.3 million (U.S. $2.6 million).

Cash Flows in the First Half of 2009

Cash Flows from Operating Activities: Net cash flows deriving from operating activities in the first half of 2009 amounted to NIS 156.6 million (U.S. $ 39.9 million) compared to NIS 278.2 million in the corresponding period last year. The decrease in cash flows from operating activities derives from decrease in operating income and decrease in the negative working capital balances.

Cash Flows from Investing Activities: Net Cash flows used in investing activities in the first half of 2009 amounted to NIS 85.1 million (U.S. $21.7 million) compared to net cash flows of NIS 38.5 million used in investing activities in the corresponding period last year. Cash flows used in investing activities in the first half of 2009 included mainly purchase of property and equipment, other assets and investment property in a total amount of NIS 104.9 million (U.S. $26.8 million) net of proceeds from sale of property and equipment and investment property in the amount of NIS 7.2 million (U.S. $1.8 million) and proceeds from realization of investment in a subsidiary in the amount of NIS 10.1 million (U.S. $2.6 million). Cash flows used in investing activities in the first quarter of 2008 included mainly purchase of property and equipment, other assets and investment property amounting to NIS 155.7 million net of proceeds from realization of short term deposits in the amount of NIS 100.3 million.

Cash Flows from Financing Activities: Net Cash flows used in financing activities in the first half of 2009 amounted to NIS 24.0 million (U.S $ 6.1 million) compared to net cash used in financing activities of NIS 67.3 million in the corresponding period last year. Cash flows used in financing activities in the first half of 2009 included mainly repayment of long term loans of NIS 66.4 million (U.S $ 16.9 million) and paid interest of NIS 45.9 million (U.S $ 11.7 million), net of increase in short term credit of NIS 86.6 million (U.S $ 22 million). Net Cash flows used in financing activities in the first half of 2008 included mainly repayment of long term loans of NIS 46.0 million and paid interest of NIS 39.6 million and dividend paid to minority in subsidiaries in the amount of NIS 11.1 million net of receipt of long term loans amounting to NIS 13.7 million and short term credit from banks amounting to NIS 16.6 million.

Comments of Management

Commenting on the financial results, Mr. Zeev Vurembrand, Blue Square’s President and CEO, said: “During this quarter, we continued to implement the strategic measures and establish the awareness to “Mega Bool” chain as the leading chain of the HD format and we acted to expand the categories in the private brand “Mega”, constituting over 3.5% of total sales. During August, 8 additional stores will be added to the “Mega Bool” chain, 2 of which are new, as part of providing solutions to the market needs and the competitive environment. Several days ago, we announced the expansion of enrollment options to customers club “You” where the objective is to reach 500,000 members until the end of 2009. During the last year, the organic division of “Teva Eden Market” expanded significantly; comprising 9 branches and the opening of the tenth branch will take place during the fourth quarter of 2009, whereby we shall complete the first stage of the chain deployment. In addition, we commenced to exercise the synergy process under BEE group by way of process for centralizing the financial activity, import, information systems and more under the headquarters of BEE group and providing these services to subsidiaries. Finally, I wish to stress that the strategy implementation and achieving the target milestones are moving forward according to management expectations.”

Additional Information

As of June 30, 2009, the Company operated 200 supermarkets in the following formats: Mega In Town -115; Mega Bool – 40; Mega – 19; Shefa Shuk – 18; Eden Teva Market – 8.

EBITDA (Earnings before Interest, Taxes, Depreciation, and Amortization):

In the first half of 2009, the EBITDA (Earnings before Interest, Taxes, Depreciation, and Amortization) was NIS 205.4 million (U.S. $ 52.4 million) (5.7 % of revenues) compared to NIS 237.5 million (6.4% of revenues) in the corresponding period of last year.

In the second quarter of 2009, amounted to NIS 103.6 million (U.S. $ 26.4 million) (5.6 % of revenues) compared to NIS 123.5 million (6.4% of revenues) in the corresponding period of last year.

As of June 30, 2009, the ratio of its financial obligations to EBITDA was 3.6 and the ratio of its unencumbered property and equipment to the financial obligations was 1.7.

Data in NIS (millions)

Data                  Q2 2009  Q2 2008    1-6 2009  1-6 2008

Sales                 1,844.0  1,918.4    3,608.7   3,739.6

Gross profit            501.7    527.5    1,004.8   1,031.1

% Gross profit          27.2%    27.5%      27.8%     27.6%

Operating profit
(before increase in
fair value of real
estate)                  60.7     83.5      120.9     161.0

% Operating profit
(before
increase in fair
value of real estate)    3.3%     4.4%       3.3%      4.3%

Financial expenses       35.2     40.2       47.2      48.4

Net income               17.5     37.2       49.9     102.3

Events During the Second Quarter of 2009

Reorganization of real estate activity – transfer of real estate properties to the subsidiary Blue Square Real Estate Ltd.

On December 30, 2008, and January 12, 2009, the company reported a reorganization plan of its real estate activity to be centralized under the subsidiary Blue Square Real Estate (BSRE) by the transfer of the real estate properties of the subsidiary Blue Square Chain Investment & Properties Ltd. (BSIP) to BSRE. The transaction of the property transfer was subject to the approval of the shareholders’ meeting of BSRE which was obtained on February 18, 2009 by the majority.

As previously reported, under the approval of the property transfer transaction the following were approved as well:

1. Lease agreement to lease the transferred properties that are not leased to third parties to BSIP for ten years from the closing date of the purchase agreement and an option to the lessee to extend the lease agreement for five additional years, and,

2. An agreement to extend the term of the existing lease agreements between BSIP and BSRE to an identical period (ten years from the closing date of the purchase agreement and an option to the lessee to extend the lease agreement for five additional years).

Following discussions held between the company and its subsidiaries and the tax authorities regarding the outline of the property transfer transaction, the tax authority granted an approval according to which the transaction will be performed by a split pursuant to Section 105 to the Israel Income Tax Ordinance. Under such approval, BSIP will transfer to BSRE the transferred properties and in return BSRE will assume the financial obligations of BSIP attributed to these properties. The difference between the value of the transferred properties, as determined in the transaction (NIS 464 million) and the amount of the related financial obligations (NIS 390 million) will be paid in cash to the company by BSRE, on the closing date.

Accordingly, the transaction is expected to be executed by the end of 2009. The transaction costs including purchase tax will be recorded upon their incurrence as expenses in the statements of operations.

The effecting of the transaction in the outline of split pursuant to Section 105 to the Income Tax Ordinance confers upon BSIP an exemption from the payment of land appreciation tax at this stage and its deferment under the sale agreement with BSRE until the realization of the properties (as far as realized) or by the depreciation rate of the depreciable properties by BSRE. In addition, the payment of purchase tax for the transaction will be at a reduced tax rate of 0.5%.

The company and the subsidiaries, BSIP and BSRE will be subject to the restrictions prescribed by the provisions of the second and fourth chapters to part E-2 to the Income Tax Ordinance regarding the split pursuant to Section 105 to the Ordinance and the conditions or limitations determined in the approval of the tax authority, will apply, including the requirement that in two years from the split date, most of the properties remaining with BSIP and most properties transferred to BSRE under the split will not be sold by any of them and in the relevant period, such assets will be used in an acceptable manner in the ordinary course of business. The subsidiaries are further required that in two years from the split date, the company will have the same rights as previously held in BSRE prior to the split, however such event will not be considered as 1) Submitted Prospectus for Public Offering 2) private issuance of shares or 3) sale of shares not exceeding 10% of the rights in BSRE – as an event of change in rights, provided that during the two years from the split date, the rights of BSIP in BSRE will not fall below 50%.

BSRE intends to pledge most of the transferred properties as collateral for a loan to be taken in order to finance the transaction.

Results for the Second Quarter of 2009

Revenues for the second quarter of 2009 were NIS 1,844 million (U.S$470.5 million), compared to NIS 1,918.4 million in the corresponding quarter of 2008 – a decrease of 3.9 %. Supermarket same store sales (SSS) for the period decreased by 6.1% compared to the corresponding quarter due to the recession and increased competition mainly on “Mega” format (stores that were not yet converted) erosion of prices in HD chains and the timing of Passover which this year fell on April 8 compared to April 20 last year and its contribution to increase in sales in the second quarter this year was partial compared to full contribution to an increase in sales in the second quarter last year. On the other hand, the decrease in sales was offset by the opening of ten new stores during the 12-month period of approximately 12,100 square meters. The sales of BEE Group decreased during this quarter compared to the corresponding quarter last year by 4.2% and that is due to Passover, as described above.

Gross Profit of the second quarter of 2009 amounted to NIS 501.7 million (U.S. $ 128 million) (27.2 % of revenues) compared to gross profit of NIS 527.5 million (27.5% of revenues) in the corresponding quarter of 2008. The decrease in the gross profit and gross profit margin derives from a decrease in sales characterized with relatively higher gross profit margins (”Mega” “Mega In Town”) and the increase in the scope of sales of the HD formats of total sales which were offset by improved supplier agreements and discounts and the contribution of the private brand of “Mega” constituting already over 3% of the sales.

Selling, General, and Administrative Expenses for the second quarter of 2009 amounted to NIS 441 million (U.S. $ 112.5 million) (23.9% of revenues) compared to NIS 444.0 million (23.1% of revenues) in the corresponding quarter, a decrease of 0.7%. The decrease reflects the effect of efficiency measures taken by the company during the quarter, which is contingent upon increased expenses associated with the opening of ten new stores during the last year, including the expenses associated with the accelerated opening of six branches of the Eden Teva Market format and expenses deriving from the increase in the selling prices of the private brand.

Operating Income (before other income and expenses and increase in the fair value of real estate) in the second quarter of 2009 amounted to NIS 60.7 million (U.S $ 15.5 million) (3.3% of revenues) compared to the operating income of NIS 83.5 million (4.4% of revenues) in the corresponding period.

Appreciation of Investment Property: During the second quarter of 2009, the Company recorded gain from appreciation of investment property of NIS 1.7 million (U.S $ 0.4 million) compared to NIS 5.2 million in the corresponding quarter of the previous year.

Other Income Expenses, Net: In the second quarter of 2009, the Company recorded other expenses, net of NIS 2.8 million (U.S. $ 0.7 million), compared to other expenses of NIS 0.6 million in the corresponding quarter of the previous year. The expenses included, in this quarter, provision for impairment of property and equipment in Dr. Baby stores in the amount of NIS 2.8 million (U.S. $ 0.7 million) and were offset from the capital gain in the amount of NIS 0.3 million (U.S. $ 0.1 million) from selling 1.5% of the shares of Blue Square Real Estate for NIS 10.1 (U.S. $ 2.6 million).

Operating Income before financing in the second quarter of 2009 was NIS 59.6 million (U.S. $ 15.2 million) (3.2% of revenues) compared to operating income of NIS 88.2 million (4.6% of revenues) in the second quarter of 2008 and compared to NIS 62.3 million (3.5% of revenues) in the first quarter of 2009.

Financial Expenses (net) for the second quarter of 2009 were NIS 35.2 million (U.S. $9 million) compared to financial expenses (net) of NIS 40.2 million in the corresponding quarter of the previous year. The decrease in financial expenses in this quarter compared to the corresponding quarter last year mainly derives from the effect of the change in the value of hedging transactions on the index and derivative financial instruments that contributed in the current quarter to an income of NIS 14.9 million (U.S $3.8 million) compared to an expense of NIS 1.9 million in the corresponding quarter last year and from a decrease in financial expenses on debentures and CPI linked loans, of NIS 5.6 million (U.S $ 1.4 million) in this quarter compared to the corresponding quarter last year. The decrease in the financial expenses was offset mainly from the effect of the change in the value of the conversion option of the convertible debenture (following the increase in the company’s share price) which contributed in the current quarter to an expense of NIS 9.8 million (U.S $ 2.5 million) compared to an income of NIS 3.8 million in the corresponding quarter last year.

Taxes on Income for the second quarter of 2009 were NIS 6.9 million (U.S. $1.8 million) (28.2% effective tax rate compared to a statutory tax rate of 26%) compared to NIS 10.7 million (effective tax rate of 22.2% compared to a statutory tax rate of 27%) in the corresponding quarter last year. The increase in the effective tax rate in this quarter compared to the corresponding quarter last year derives mainly from recording financial expenses from revaluation of the conversion component in convertible debentures of the company and from losses of Dr. Baby formats, for which no deferred taxes were recorded

Net Income for the second quarter of 2009 was NIS 17.5 million (U.S. $ 4.5 million) compared to net income of NIS 37.2 million in the second quarter of 2008. The decrease in the net income in this quarter compared to the corresponding quarter last year derives from decrease in operating income and increase in income tax expenses, as mentioned above. The net income for the second quarter of 2009, in accordance with the IFRS attributable to shareholders, was NIS 13.1 million (U.S. $3.3 million), or NIS 0.3 per ADS (U.S. $ 0.08), while the portion attributable to the share of minority interests was NIS 4.4 million (U.S. $1.1 million).

Cash Flows in the Second Quarter of 2009

Cash Flows from Operating Activities: Net cash flows deriving from operating activities in the second quarter of 2009 amounted to NIS 126.4 million (U.S. $ 32.2 million) compared to NIS 255.0 million in the corresponding quarter last year. The decrease in cash flows from operating activities derives mainly from decrease in sales.

Cash Flows from Investing Activities: Net Cash flows used in investing activities in the second quarter of 2009 amounted to NIS 27.3 million (U.S. $6.9 million) compared to net cash flows of NIS 60.2 million used in investing activities in the corresponding quarter last year. Cash flows used in investing activities in the second quarter of 2009 included mainly purchase of property and equipment, other assets and investment property in a total amount of NIS 45.3 million (U.S. $11.6 million) net of proceeds from realization of investment in a subsidiary in the amount of NIS 10.1 million (U.S. $2.6 million). Cash flows used in investing activities in the second quarter of 2008 included mainly purchase of property and equipment, other assets and investment property amounting to NIS 52.2 and net investment in marketable securities in the amount of NIS 10.5 million.

Cash Flows from Financing Activities: Net Cash flows used in financing activities in the second quarter of 2009 amounted to NIS 21.1 million (U.S $ 5.4 million) compared to net cash used in financing activities of NIS 19.2 million in the corresponding quarter last year. Cash flows used in financing activities in the second quarter of 2009 included mainly repayment of long term loans of NIS 35.9 million (U.S $ 9.2 million) dividend paid to minority in subsidiaries in the amount of NIS 6.2 million (U.S $ 1.6 million) and paid interest of NIS 10.5 million (U.S $ 2.7 million), net of increase in short term credit of NIS 27.1 million (U.S $ 6.9 million). Net Cash flows used in financing activities in the second quarter of 2008 included mainly repayment of long term loans of NIS 22.7 million, dividend paid to minority in subsidiaries in the amount of NIS 11.1 million and paid interest of NIS 8.2 million net of receipt of long term loans amounting to NIS 5.0 million and short term credit from banks amounting to NIS 18.4 million.

NOTE A: Convenience Translation to Dollars

The convenience translation of New Israeli Shekel (NIS) into U.S. dollars was made at the exchange rate prevailing at June 30, 2009: U.S. $1.00 equals NIS 3.919. The translation was made solely for the convenience of the reader.

Blue Square is a leading retailer in Israel. A pioneer of modern food retailing in the region, Blue Square currently operates 201 supermarkets under different formats, each offering varying levels of service and pricing.

This press release contains forward-looking statements within the meaning of safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, plans or projections about our business and our future revenues, expenses and profitability. Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as “may,” “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes,” and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events, results, performance, circumstance and achievements to be materially different from any future events, results, performance, circumstance and achievements expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the following: the effect of the recession in Israel on the sales in our stores and on our profitability; our ability to compete effectively against low-priced supermarkets and other competitors; quarterly fluctuations in our operating results that may cause volatility of our ADS and share price; risks associated with our dependence on a limited number of key suppliers for products that we sell in our stores; the effect of an increase in minimum wage in Israel on our operating results; the effect of any actions taken by the Israeli Antitrust Authority on our ability to execute our business strategy and on our profitability; the effect of increases in oil, raw material and product prices in recent years; the effects of damage to our reputation or to the reputation to our store brands due to reports in the media or otherwise; and other risks, uncertainties and factors disclosed in our filings with the U.S. Securities and Exchange Commission, including, but not limited to, risks, uncertainties and factors identified under the heading “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2008. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except for our ongoing obligations to disclose material information under the applicable securities laws, we undertake no obligation to update the forward-looking information contained in this press release.

It is hereby clarified that this version is a translation to Hebrew for merely convenience purposes of the company’s notice to SEC in the U.S. The binding version is the version in English.

BLUE SQUARE – ISRAEL LTD.

INTERIM CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2009

(UNAUDITED)

Convenience
translation(a)
December 31,       June 30,          June 30,
2008      2008          2009        2009
———-  ———   ———–  ——–
Audited                   Unaudited
——-   ———————————–
NIS                       U.S.
dollars
———————————–   ——-
In thousands
———————————————

A s s e t s

CURRENT ASSETS:
Cash and cash
equivalents                 95,325    228,754      137,241      35,019
Marketable securities      171,849    195,857      173,726      44,329
Short-term bank deposit        206      1,231          207          53
Restricted deposit               -          -      440,015     112,277
Trade receivables          729,970    826,136      773,892     193,799
Other accounts
receivable                  87,624    109,626       96,308      28,248
Income taxes receivable     74,446     46,951       87,635      22,362
Inventories                497,080    491,591      527,798     134,677
———  ———    ———     ——-
1,656,500  1,900,146    2,236,822     570,764
———  ———    ———     ——-
NON-CURRENT ASSETS:
Long-term receivables        1,554      3,810        4,827       1,231
Embedded derivative          5,248        925       19,381       4,945
Prepaid expenses in
respect of
operating lease            192,426    196,684      190,605      48,636
Investments in investee
companies                    4,915      4,931        1,356         346
Investment property        434,232    409,297    1,739,071     443,754
Intangible assets, net     404,422    287,635      435,386     111,096
Property and equipment,
net                      1,701,222  1,658,553      404,934     103,326
Deferred taxes              44,508     35,401       46,504      11,866
———  ———    ———     ——-
2,788,527  2,597,236    2,842,064     725,200
———  ———    ———   ———
Total assets             4,445,027  4,497,382    5,078,886   1,295,964
———  ———    ———   ———

BLUE SQUARE – ISRAEL LTD.

INTERIM CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2009

(UNAUDITED)

Convenience
translation(a)
December
31,            June 30,       June 30
2008       2008        2009     2009
Audited         Unaudited     U.S. dollars

In thousands

Liabilities and
shareholders’ equity

CURRENT LIABILITIES:
Credit From banks and others    210,901    184,057    725,528    185,131
Current maturities of
convertible debentures           25,999     72,450     29,064      7,416
Trade payables                1,006,386  1,086,936  1,025,728    261,732
Other accounts payable          426,217    481,124    493,312    125,878
Income taxes payable              6,933      4,254      3,449        880
Provisions for other
liabilities                      43,397     36,677     42,457     10,834
———  ———  ———    ——-
1,719,833  1,865,498  2,319,538    591,871
———  ———  ———    ——-
LONG-TERM LIABILITIES:
Loans from banks                341,586    224,763    289,885     73,969
Convertible debentures          130,525    144,916    128,070     32,679
Debentures                      985,844    796,888  1,001,537    255,559
Other liabilities                39,925     10,834     45,506     11,612
Derivatives instruments        * 21,074      7,954      8,725      2,226
Liabilities in respect of
employee benefits, net           49,911     37,095     49,619     12,661
Deferred taxes                   60,327     59,675     66,354     16,931
———  ———  ———    ——-
1,629,192  1,282,125  1,589,696    405,637
———  ———  ———    ——-
Total liabilities        3,349,025  3,147,623  3,909,234    997,508
———  ———  ———    ——-

SHAREHOLDERS’ EQUITY:
Share capital -
Ordinary shares of NIS 1 par
value                            57,094     57,094     57,438     14,656
Additional paid-in capital    1,018,405  1,018,405  1,030,259    262,888
Other reserves                    (261)      4,757      8,183      2,088
Accumulated deficit           (154,719)   (17,658)  (109,711)   (27,995)
———  ———  ———    ——-
920,519  1,062,598    986,169    251,637

Minority interest               175,483    287,161    183,483     46,819
———  ———  ———    ——-
Total equity                  1,096,002  1,349,759  1,169,652    298,456
———  ———  ———    ——-
Total liabilities and
shareholders’ equity          4,445,027  4,497,382  5,078,886  1,295,964
———  ———  ———    ——-

*) Reclassified, under the application of IAS1(R). The company classified
financial liabilities at fair value through the statements of
operations from current liabilities to long term liabilities.

*  BLUE SQUARE – ISRAEL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX AND THREE MONTHS PERIODS ENDED JUNE 30, 2009

Convenience
translation(a)
For the               For the           for the
Year ended     Six months           Three months     six months
December                                                 Ended
31,        Ended June 30,        Ended June 30,     June 30,
2008       2008       2009       2008       2009       2009

Audited                  Unaudited                  Unaudited

NIS                             U.S.
dollars

In thousands (except share and per share data)

Revenues
from
sales      7,429,121  3,739,561  3,608,739  1,918,403  1,843,951  920,832
Cost of
sales      5,369,149  2,708,484  2,603,905  1,390,880  1,342,204  664,431
———  ———  ———  ———  ———  ——-
Gross
profit     2,059,972  1,031,077  1,004,834    527,523    501,747  256,401

Selling,
general and
administrative
expenses   1,794,720    870,050    883,981    443,983    441,062  225,563
———  ———  ———  ———  ———  ——-
Operating
profit before
changes in
fair value of
investment
property and
other gains
and losses   265,252    161,027    120,853     83,540     60,685   30,838

Other gains   12,233        617      4,464        392      1,739    1,139

Other
losses      (14,716)    (2,426)    (5,102)      (947)    (4,539)  (1,302)

Changes in
fair value of
investment
property,
net           19,067     17,970      1,740      5,225      1,740      444
———  ———  ———  ———  ———  ——-
Operating
profit       281,836    177,188    121,955     88,210     59,625   31,119

Finance
income        60,700     45,231     37,995     16,004     27,016    9,695

Finance
expenses   (166,295)   (93,658)   (85,222)   (56,187)   (62,246) (21,746)

Share in
losses of
associates      (33)       (17)       (88)      (144)        (4)     (22)
———  ———  ———  ———  ———  ——-
Income before
taxes on
income       176,208    128,744     74,640     47,883     24,391   19,046

Taxes on
income        43,806     26,474     24,780     10,650      6,879    6,323

Net income   132,402    102,270     49,860     37,233     17,512   12,723
———  ———  ———  ———  ———  ——-
Attributable
to:
Equity holders
of the
parent       104,586     87,613     39,606     29,505     13,071   10,106
———  ———  ———  ———  ———  ——-
Minority
interests     27,816     14,657     10,254      7,728      4,441    2,617
———  ———  ———  ———  ———  ——-
Net income per
Ordinary share
attributed to
Company
shareholders
or ADS:
Basic         2.41       2.02       0.91       0.68       0.30     0.23
———  ———  ———  ———  ———  ——-
Fully
diluted       1.62       2.02       0.91       0.64       0.30     0.23
———  ———  ———  ———  ———  ——-
Weighted
average number
of shares or
ADS used for
computation of
income per
share:
Basic   43,372,819 43,372,819 43,397,543 43,372,819 43,421,996 43,397,543
———- ———- ———- ———- ———- ———-
Fully
diluted 45,037,692 44,793,240 43,397,543 44,793,240 43,421,996 43,397,543
———- ———- ———- ———- ———- ———-

BLUE SQUARE – ISRAEL LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW FOR

FOR THE SIX AND THREE MONTHS PERIODS ENDED JUNE 30, 2009

(UNAUDITED)

Convenience
translation(a)
For the            For the         for the
Year
ended       Six months       Three months      six months
December
31,      ended June 30,     ended June 30  ended June 30,
————–     ————-
2008      2008      2009     2008     2009        2009
——-   ——-  ——-  ——-  ——-      ——
Audited               Unaudited                 Unaudited
——-   ———————————-    ———
NIS                        U.S. dollars
———————————————————–
In thousands
———————————————————–
CASH FLOWS
FROM
OPERATING
ACTIVITIES:
Income
before taxes
on income     176,208   128,744   74,640   47,883   24,391         19,046

Income tax
paid         (94,212)  (48,044) (34,775) (29,410) (19,642)        (8,873)

Adjustments
required to
reflect the
cash flows
from
operating
activities
(a)           327,777   197,529  116,688  236,561  121,669         29,775
——-   ——-  ——-  ——-  ——-         ——
Net cash
provided by
operating
activities    409,773   278,229  156,553  255,034  126,418         39,948
——-   ——-  ——-  ——-  ——-         ——
CASH FLOWS
FROM
INVESTING
ACTIVITIES:
Purchase of
property,
plant and
equipment   (211,646) (104,306) (92,439) (44,517) (39,107)       (23,587)

Purchase of
investment
property     (69,749)  (36,331)  (3,307)  (4,158)    (978)          (844)

Purchase of
minority
shares in
subsi-
diaries     (186,403)         -  (6,607)        -        -        (1,686)

Purchase of
intangible
assets       (30,372)  (15,108)  (9,194)  (3,609)  (5,181)        (2,347)

Proceeds
from
collection
of
short-term
bank
deposits,
net           102,531   100,426        -      256        -              -

Proceeds
from sale of
property,
plant and
equipment       1,559       377    1,537       60    1,036            392

Proceeds
from
investment
property        6,567     6,567    5,700        -        -          1,454

Proceeds
from sale of
marketable
securities    185,104   106,237   57,179   40,481   22,976         14,590

Investment
in
marketable
securities  (169,747) (100,640) (54,339) (50,989) (20,946)       (13,866)

Proceeds
from sale of
investment
in
subsidiary          -         -   10,074        -   10,074          2,571

Interest
received       17,778     4,242    6,330    2,208    4,747          1,615
——-   ——-  ——-  ——-  ——-         ——
Net cash
used in
investing
activities  (354,378)  (38,536) (85,066) (60,268)  (27,379)      (21,708)
——-   ——-  ——-  ——-  ——-         ——
CASH FLOWS
FROM
FINANCING
ACTIVITIES:
Dividend
paid to
share-
holders     (150,000)         -        -        -        -              -

Issuance of
debentures    121,259         -        -        -        -              -

Dividend
paid to
minority
shareholders
of
subsidiaries (22,077)  (11,117)  (6,181) (11,117)  (6,181)        (1,577)

Receipt of
long-term
loans         231,398    13,709    6,500    5,000    2,500          1,659

Repayment of
long-term
loans       (130,571)  (46,074) (66,389) (22,824) (35,901)       (16,940)

Repayment of
long term
credit from
trade
payables      (1,740)     (870)    (870)    (435)    (435)          (222)

Short-term
credit from
banks and
others, net    15,689    16,645   86,560   18,392   27,142         22,087

Proceeds
from
exercise of
options in a
subsidiary          -         -    2,306        -    2,306            588

Interest
paid         (89,244)  (39,642) (45,879)  (8,224) (10,495)       (11,707)
——-   ——-  ——-  ——-  ——-         ——
Net cash
used in
financing
activities   (25,286)  (67,349) (23,953) (19,208) (21,064)        (6,112)
——-   ——-  ——-  ——-  ——-         ——
INCREASE IN
CASH AND
CASH
EQUIVALENTS
AND BANK
OVERDRAFT      30,109   172,344   47,534  175,558   77,975         12,128

BALANCE OF
CASH AND
CASH
EQUIVALENTS
AND BANK
OVERDRAFT AT
BEGINNING OF
PERIOD         53,029    56,410   83,138   53,196   52,697         21,214
——-   ——-  ——-  ——-  ——-         ——
BALANCE OF
CASH AND
CASH
EQUIVALENTS
AND BANK
OVERDRAFT AT
END OF
PERIOD         83,138   228,754  130,672  228,754  130,672         33,342
——-   ——-  ——-  ——-  ——-         ——

BLUE SQUARE – ISRAEL LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE SIX AND THREE MONTHS PERIODS ENDED JUNE 30, 2009
(UNAUDITED)

Convenience
translation(a)
Year          For the          For the      for the
ended       Six months       Three months  six months
December
31,      ended June 30,     ended June 30    ended
June 30
————–     ————-
2008      2008      2009     2008     2009      2009
——-   ——-  ——-  ——-  ——-   ——
Audited               Unaudited             Unaudited
——-   ——————————    ———
NIS                        U.S. dollars
—————————————————–
In thousands
—————————————————–

(a) Adjustments
required to
reflect the
cash flows from
operating
activities:
Income and
expenses not
involving cash
flows:
Depreciation
and
amortization    153,882   71,440   79,766   36,848    39,992   20,354

Increase in
fair value of
investment
property, net  (19,067) (17,970)  (1,740)  (5,225)   (1,740)    (444)

Share in losses
of associated
company              33       17       88      144         4       22

Share based
payment           8,175    2,666    5,619    2,397     2,933    1,434

Loss (gain)
from sale and
disposal of
property, plant
and equipment
and provision
for impairment
of property,
plant and
equipment, net    5,989    (225)    2,196       29     2,554      560

Gain from
changes in fair
value of
derivative
financial
instruments    (19,247) (14,627) (17,952)    (961)  (15,396)  (4,581)

Linkage
differences on
debentures,
loans and other
long term
liabilities      59,669   35,258   16,358   29,945    23,668    4,174

Capital loss
(gain) from
realization of
investments in
subsidiaries    (9,801)    1,603  (1,022)      350     1,522    (261)

Accrued
severance pay,
net                 263    1,220    (292)       72     (304)     (75)

Decrease in
value of
marketable
securities
deposit and
long-term
receivables,
net              11,169    3,402    7,064    3,488     4,768    1,802

Interest paid,
net              71,466   35,400   39,550    6,016     5,748   10,092

Changes in
operating
assets and
liabilities:
Decrease
(increase) in
trade
receivables and
other accounts
receivable       59,967 (55,914) (56,412)  133,418   290,230 (14,394)

Decreased
(increase) in
inventories    (43,136) (37,647) (37,140)   65,001    46,829  (9,477)

Increase
(decrease) in
trade payables
and other
accounts
payable          48,415  172,906   80,605 (34,961) (279,139)   20,569
——-   ——-  ——-  ——-  ——-   ——
327,777   97,529  116,688  236,561   121,669   29,775
——-   ——-  ——-  ——-  ——-   ——

BLUE SQUARE – ISRAEL LTD.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE SIX AND THREE MONTHS PERIODS ENDED JUNE 30, 2009
(UNAUDITED)

Convenience
translation(a)
Year          For the          For the      for the
ended       Six months       Three months  six months
December
31,      ended June 30,     ended June 30    ended
June 30
————–     ————-
2008      2008      2009     2008     2009      2009
——-   ——-  ——-  ——-  ——-   ——
Audited               Unaudited             Unaudited
——-   ——————————    ———
NIS                        U.S. dollars
—————————————————–
In thousands
—————————————————–

(b) Supplementary
information on
investing and
financing
activities not
involving cash
flows:
Conversion of
convertible
debentures of
subsidiaries     6,655     6,387      -      2,224      -          -
——-   ——-  ——-  ——-  ——-   ——
Purchasing
property, plant
and equipment
on credit       14,797     6,931   10,153    6,931    10,153    2,591
——-   ——-  ——-  ——-  ——-   ——
Conversion of
convertible
debentures of
the
company              -         -   12,198      -      12,198    3,113
——-   ——-  ——-  ——-  ——-   ——
Restricted deposit
against receipt of
a short term loan    -         -   440,015      -    440,015  112,277
——-   ——-  ——-  ——-  ——-   ——

BLUE SQUARE – ISRAEL LTD.

SELECTED OPERATING DATA

FOR THE THREE MONTH AND SIX MONTH PERIOD
ENDED JUNE 30, 2009

(UNAUDITED)

Convenience
translation(a)
for the three
months ended
June 30
For the six     For the three
months ended    months ended
June 30          June 30
————   ————–
2008   2009    2008     2009       2009
NIS   NIS      NIS     NIS        U.S.$
—-   —-    —-     —-       —-
(Unaudited)             (Unaudited)

Sales (in millions)         3,740   3,609   1,918   1,844        470.5

Operating income (in          161     121      84      61         15.5
millions)

EBITDA (in millions)          237     205     123     104         26.5

EBITDA margin                6.3%    5.7%   6.4%     6.4%           NA

Increase (decrease) in       4.4%  (6.8%)   8.2%   (6.1%)           NA
same store sales*

Number of stores at end
of period                     190     200     190     200           NA

Stores opened during the
period                          5       7       2       2

Stores closed during the
period                          -       1       -       1           NA

Total square meters at
end of period             350,200 362,300 350,200 362,300           NA

Square meters added
during the period, net      7,000   7,900   2,700   2,800           NA

Sales per square meter     10,142   9,366   5,141   4,624        1,180

Sales per employee (in        479     484     241     244           62
thousands)

* Compared with the same period in the prior fiscal year.

Contact:

Blue Square-Israel Ltd.
Dror Moran, CFO
Toll-free telephone from U.S. and Canada: 888-572-4698
Telephone from rest of world: +972-3-928-2220
Fax: +972-3-928-2299
Email: cfo@bsi.co.il

SOURCE Blue Square Israel Ltd

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