6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of November 2003

Matav Cable Systems Media Ltd.
(Translation of registrant’s name into English)

42 Pinkas Street
North Industrial Park
P.O. Box 13600
Netanya 42134
Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x     Form 40-F o

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 o No x



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





18 November 2003
Matav- Cable Systems Media Ltd.
(Registrant)


BY: /S/ Amit Levin
——————————————
Amit Levin
Chief Executive Officer

Print the name and title of the signing officer under his signature



FOR IMMEDIATE RELEASE

Matav Returns to Operating Profit in Third-Quarter 2003

NETANYA, Israel, November 18, 2003 – Matav-Cable Systems Media Ltd. (Nasdaq: MATV), a leading Israeli provider of digital cable television services, today reported a continued trend of improvement in revenues as third-quarter revenues increased to NIS 138.4 million (US$31.2 million) from NIS 134.9 million (US$30.4 million) in second-quarter 2003 and NIS 125 million (US$28.2 million) in third-quarter 2002. The improved revenues stemmed from higher sales of tiering, interactive and fast-Internet services.

Third-quarter operating expenses were NIS 117.1 million (US$26.4 million), compared with NIS 116.3 million (US$26.2 million) in the previous quarter and NIS 128.3 million (US$28.9 million) in the year-earlier period. The decline compared with the third quarter last year is attributed mainly to lower content expenses.

Gross profit for the third quarter advanced to NIS 21.3 million (US$4.8 million) from NIS 18.6 million (US$4.2 million) in second-quarter 2003. For the third quarter of 2002, Matav reported a gross loss of NIS 3.3 million (US$0.74 million).

Third-quarter selling, marketing and G&A expenses were NIS 20.7 million (US$4.7 million), compared with NIS 20.8 million (US$4.7 million) in the previous quarter and NIS 21.4 million (US$4.8 million) in third-quarter 2002.

Operating profit for the third quarter totaled NIS 0.6 million (US$0.13 million) compared with an operating loss of NIS2.3 million (US$0.5 million) for the previous quarter and an operating loss of NIS 24.7 million (US$5.6 million) for the year-earlier period.

Financing expenses for the quarter totaled NIS 21.9 million (US$4.9 million), compared with NIS 30.9 million (US$7 million) in second-quarter 2003 and NIS 19.6 million (US$4.4 million) in the year-ago quarter. The decline from the second quarter resulted from a decrease in the company’s debt and from lower market interest rates. Matav was able to reduce financing expenses despite the negative CPI, which prompted higher real interest rates. (Second-quarter 2003 also saw a negative CPI and higher real rates.)



Matav’s share in profits of associated companies was NIS 4.6 million (US$1 million) in the third quarter, compared with NIS 7.8 million (US$1.8 million) in the previous quarter and NIS 5.9 million (US$1.3 million) in third-quarter 2002. The decrease stems from Matav’s accounting tax expenses of NIS 7.2 million (US$1.6) due to its share of the profits of Partner Communications (which was accumulated on an equity basis). The Partner investment was considered a strategic investment until the third quarter of 2003, when management changed its strategy regarding the holding. On November 3, 2003, Matav sold approximately 3.8 million shares of Partner for NIS 114.5 million (US$25.8 million). Matav will report a capital gain from the sale of NIS 63 million (US$14.2 million) after tax in its fourth-quarter financial results. Following the sale, Matav’s beneficial holding in Partner is approximately 5.3 %.

Matav’s net loss continued to decrease this quarter. The company reported a third-quarter net loss of NIS 19.8 million (US$4.5 million), or NIS 0.67 (US$0.15) per ordinary share, compared with a net loss of NIS 22.7 million (US$5.1 million), or NIS 0.78 (US$0.18), in the previous quarter. For the third quarter of 2002, Matav reported a net loss of NIS 39.8 million (US$9 million), or NIS 1.38 (US$0.31) per ordinary share.

Third-quarter EBITDA continued to increase, reaching NIS 39 million (US$8.8 million) from NIS 36.7 million (US$8.3 million) for second-quarter 2003 and NIS 14.7 million (US$3.3 million) for third-quarter 2002.

At September 30, 2003, Matav had approximately 267,400 subscribers, compared with 271,700 at June 30, 2003, and 276,700 at September 30, 2002. The company’s fast Internet service has attracted more than 52,000 subscribers to date.

During the third quarter, ARPU continued its upward trend, reaching NIS 201.5 (monthly, including 18% value-added tax) compared with NIS 193.6 in the previous quarter and NIS 174.9 in third-quarter 2002.

In October 2003, Matav, through a wholly owned subsidiary, completed the sale of approximately 1.3 million shares in return for approximately NIS 39.4 million (US$8.8 million).

“We are pleased that we successfully returned to operating profit this quarter after many quarters of operating loss,” said Matav CEO Amit Levin. “We are pleased with our achievements, reflected in increased revenues, increased ARPU and a continued decrease in operating expenses. These results are especially noteworthy considering the fierce competition in our market. Also important to emphasize is our continued increase in EBITDA, which reached approximately 30% of revenues in this quarter. The recent sale of Partner shares as well as the sale of our company’s shares will improve our liquidity position and increase our shareholder equity by approximately NIS 154 million as well as reduce our net debt.



“To address the competition in the multi-channel market, Matav and the other cable companies have launched an aggressive campaign to jointly market our services under the brand ‘HOT.’ This bright and attractive campaign will position us as a truly national brand with nationwide presence, superb product offerings and the first-quality service our customers demand and deserve.”

Revenues for the nine-month period reached NIS 404.2 million (US$91 million) compared with NIS 367.7 million (US$82.8 million) in the comparable period in 2002.

Nine-month selling, marketing and G&A expenses decreased to NIS 63.5 million (US$14.3 million) from NIS 65.8 million (US$14.8 million) in the year-earlier period.

The net loss for the nine months was NIS 67 million (US$15.1 million), or NIS 2.30 (US$0.52) per ordinary share, compared with net income of NIS 82 million (US$18.5 million), or NIS 2.84 (US$0.64) per ordinary share, in the first nine months of 2002.

Management will conduct a teleconference today at 10:30 a.m. U.S. Eastern Time. To participate, please dial +1-866-500-4964 or +1-866-500-4953 in the United States and +972-3-925-5910 internationally, several minutes prior to the start of the conference.

Matav is one of Israel’s three cable television providers, serving roughly 25 percent of the population. Matav’s investments include 5.3 percent of Partner Communications Ltd., a GSM mobile phone company, and 10 percent of Barak I.T.C. (1995), one of the three international telephony-service providers in Israel.

(This press release contains forward-looking statements with respect to the Company’s business, financial condition and results of operations. These forward-looking statements are based on the current expectations of the management of Matav Cable only, and are subject to risk and uncertainties, including but not limited to changes in technology and market requirements, decline in demand for the company’s products, inability to timely develop and introduce new technologies, products and applications, loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risk and uncertainties affecting the company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.)

Contacts:

Ori Gur-Arieh, Counsel
Matav Cable Systems
Telephone: +972-9-860-2261

Ayelet Shaked Shiloni
Integrated IR
Telephone US: +1-866-447-8633 / Israel: +972-3-635-6790
E-Mail: ayelet@integratedir.com



MATAV - CABLE SYSTEMS MEDIA LTD.
(An Israeli Corporation)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

Convenience
translation

December 31,
2002

September 30
2003

September 30
2003

Adjusted NIS
Adjusted NIS
U.S. dollars
(In thousands)
 
    ASSETS:      (Audited)    (Unaudite d)  (Unaudite d)
CURRENT ASSETS:  
  Cash and cash equivalents    7,635    6,555    1,476  
  Accounts Receivables:  
       Trade    68,973    65,746    14,805  
       Other    17,910    15,403    3,468  



Total current assets    94,518    87,704    19,749  



INVESTMENTS AND LONG-TERM LOANS:  
  Investments in affiliated companies    22,490    45,521    10,250  
  Investments in other companies    16,306    16,306    3,672  
  Long-term loans granted to employees    614    445    100  
  Severance pay fund    317    -    -  



     39,727    62,272    14,022  



FIXED ASSETS:  
  Cost    1,995,217    2,034,672    458,156  
  Less - accumulated depreciation and  
  amortization    999,226    1,120,853    252,388  



     995,991    913,819    205,768  



OTHER ASSETS AND DEFERRED CHARGES  
  Net of accumulated amortization    6,949    4,896    1,103  



     1,137,185    1,068,691    240,642  





MATAV – CABLE SYSTEMS MEDIA LTD.
(An Israeli Corporation)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

Convenience
translation

December 31,
2002

September 30
2003

September 30
2003

Adjusted NIS
Adjusted NIS
U.S. dollars
(In thousands)
 
     LIABILITIES AND SHAREHOLDERS' EQUITY:      (Audited)    (Unaudited )  (Unaudited )
   
 CURRENT LIABILITIES:  
   Short-term bank credit    516,192    533,933    120,228  
   Current maturities of debentures    33,866    33,938    7,642  
   Accounts payable and accruals:  
        Trade    84,395    70,965    15,980  
        Affiliated companies - current account    2,693    17,710    3,988  
        Other    84,948    99,899    22,495  



 Total current liabilities    722,094    756,445    170,333  



 LONG-TERM LIABILITIES:  
   Accrued severance pay, net    -    1,013    228  
   Loans and debentures (net of current  
     maturities):  
     Loans from bank and others    142,658    114,380    25,755  
     Debentures    99,861    66,498    14,974  
   Customers' deposits for converters, net of  
       accumulated amortization    24,909    27,129    6,109  



   Total long-term liabilities    267,428    209,020    47,066  



   
 Total liabilities    989,522    965,465    217,399  



 SHAREHOLDERS’ EQUITY:  
   Share capital    49,084    49,084    11,052  
   Share premium    403,003    403,003    90,746  
   Retained loss    (239,238 )  (321,359 )  (72,362 )



     212,849    103,728    29,436  
Less-Company’s shares held by consolidated company    (65,186 )  (27,502 )  (6,193 )



 Total shareholders' equity    147,663    103,226    23,243  



   
     1,137,185    1,068,691    240,642  





MATAV - CABLE SYSTEMS MEDIA LTD.
(An Israeli Corporation)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share and per ADS data)

Convenience
translation

Three months ended
September 30,

Nine months ended
September 30,

Nine months
ended
September 30,

2002
2003
2002
2003
2003
Adjusted NIS
U.S. dollars
       (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
 
 Revenue    124,990    138,375    367,735    404,152    91,005  
 operating expenses    128,264    117,071    392,560    351,484    79,145  





 Gross profit (loss)    (3,274 )  21,304    (24,825 )  52,668    11,860  
 Selling, marketing, general and administrative  
     expenses:  
   Selling and marketing    9,634    9,961    31,850    29,564    6,657  
   General and administrative    11,797    10,770    33,923    33,977    7,651  





     21,431    20,731    65,773    63,541    14,308  





 Operating profit (loss)    (24,705 )  573    (90,598 )  (10,873 )  (2,448 )
 Financial expenses, net    (19,574 )  (21,854 )  (27,015 )  (67,571 )  (15,215 )
 Other income (expenses), net    (1,400 )  (3,097 )  294,632    (4,442 )  (1,000 )





 Income (loss) before taxes on income    (45,679 )  (24,378 )  177,019    (82,886 )  (18,663 )
 Taxes on income    -    -    107,189    -    -  





 Income (loss) from operations of the Company
and its subsidiaries
    (45,679 )  (24,378 )  69,830    (82,886 )  (18,663 )
 Equity in earnings of affiliated companies, net    5,866    4,624    12,195    15,863    3,572  





 Net income (loss)    (39,813 )  (19,754 )  82,025    (67,023 )  (15,091 )
   
 Earnings (loss) per ordinary share    (1.38 )  (0.67 )  2.84    (2.30 )  (0.52 )





 Earnings (loss) per ADS    (2.76 )  (1.34 )  5.68    (4.60 )  (1.04 )





 Weighted average number of shares outstanding  
     in thousands    28,861    29,533    28,861    29,093    29,093  





 Weighted average number of ADSs outstanding in
thousands
    14,431    14,767    14,431    14,547    14,547  





   
 Operating profit (loss)    (24,705 )  573    (90,598 )  (10,873 )  (2,448 )
 Depreciation and amortization, net (including  
   income from amortization of deposits for  
   converters)    39,443    38,440    114,839    118,201    26,616  





 Memo EBITDA(*)    14,738    39,013    24,241    107,328    24,168  






  (*)Earnings before interest, taxes, depreciation and amortization, (‘EBITDA’) is presented because it is a measure commonly used in the telecommunications industry and is presented solely in order to improve the understanding of the Company’s operating results and to provide a further perspective regarding these results. EBITDA, however, should not be considered as an alternative to operating income or income for the period as an indicator of the operating performance of the Company. Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity. EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies.
EBITDA may not be indicative of the historic operating results of the Company nor is meant to be predictive of potential future results.
See the calculation aforementioned.