ROSH HA'AYIN, Israel, May 30, 2013 /PRNewswire/ --


    --  Cash flows from operating activity amounted to NIS 309 million in this
        quarter, an increase of 93%, the Adjusted EBITDA in this quarter
        amounted to NIS 98 million compared to NIS 115 million in the
        corresponding quarter last year.
    --  Decrease in financial debt, net of NIS 250 million compared to December
        31, 2012.
    --  In the Fueling and commercial sites: An improvement in the operating
        profit in this quarter compared to the corresponding quarter last year.
        The operating profit in this quarter amounted to NIS 37 million
        (increase of 21%). The Adjusted EBITDA in this quarter amounted to NIS
        64 million compared to NIS 57 million in the corresponding quarter last
        year.
    --  In the Supermarkets segment: An activity to increase the market share of
        Mega  resulted, for the first time in six quarters, an increase in the
        same stores sales (SSS) in this quarter compared to the corresponding
        quarter last year. This activity included, among others, the reduction
        of prices at an average rate of 1.8%.
    --  In the Real Estate segment: BSRE presents a continuing increase in NOI
        (NIS 53 million in this quarter). The Company continues the development
        and the betterment of projects under construction and completed in this
        quarter, the sale of 50% of the Comverse Building in Ra'anana in
        consideration of NIS 51 million.
    --  In the Non Food segment (from continuing operations): an increase in
        sales of approximately 14% and increase in operating profit before other
        expenses of 6% in this quarter compared to the corresponding quarter
        last year.

Segment Profits:



    Operating Profit in
     millions of NIS             Q1 2013      Q1 2012      Rate of change

    Fueling and Commercial
     sites                              36.6         28.5                 28%

    Supermarkets                        (3.1)        16.5                  -

    Non-Food (from continuing
     operations)                         7.4          7.0                  6%

    Real Estate                          4.7          4.3                  9%

Comments of Management
Mr. David Weissman, CEO and Chief Business Officer

"In the current quarter we put a special emphasis on the improvement of cash flows from operating activity which amounted to NIS 309 million in this quarter, an increase of 93% compared to the corresponding quarter. The impressive improvement in the cash flows from operating activity derived from measures taken to improve the working capital and reducing customer days and inventory.

Dor Alon continues to take efficacy measures that resulted in the improvement of operating results of approximately 20% and an increase in net income of 49% and an impressive increase in cash flows from operating activity of NIS 174 million compared to the corresponding quarter last year.

BSRE continues to present an improvement in its current activity and continues the development and initiation of 7 projects. In January 2013, the Company admitted Harel, Insurance Company, as a partner (50%) in Comverse Building, which is under construction.

The Supermarkets segment is on the change of trend and for the first time after six quarters, Mega moved in the SSS stores to a positive increase while Mega Bool leads the change-over with an increase of over 7% in the SSS stores while improving all other operating criteria in all the chain, an increase in sales per sq.m of 3.9% and an increase in sales per position of 4.2%. The change of trend came at the expense of the gross profit while at the same time the Company works on an innovative strategic plan with international sources. In June, the Company intends to present the strategic plan for the coming years, which includes operating and structural changes in Mega.

In the Non Food segment, the Company is in merger procedures with BEE Retail and Mega, such that the logistic center and headquarters shall be assimilated in Mega and Na'aman shall become a subsidiary of Mega. In this quarter, Na'aman presents an improvement in its results compared to the corresponding quarter last year, which derives from an increase in sales following marketing efforts and the Passover holiday.

YouPhone brand turned into a legitimate factor, as a cellular network, which brings innovation and the lowest prices in the market. The rate of joining new customers stands at 20,000 per quarter. The establishment costs of the company are part of the Company's operating expenses."

Results for the first quarter of 2013[2]

Gross revenues
Revenues (including government levies) in the first quarter of 2013 amounted to NIS 3,792.8 million (U.S. $1,039.7 million) as compared to revenues of NIS 3,826.2 million in the comparable quarter last year, a decrease of 0.9%. The decrease mainly derives from decrease in revenues of Dor Alon compared to the corresponding quarter last year.

Revenues from sales, net

Revenues of the Fueling and Commercial sites segment - amounted in this quarter to NIS 1,337.5 million (U.S. $366.6 million) as compared to NIS 1,387.6 million in the corresponding quarter last year, a decrease of 3.6%. The main decrease was due to discontinued sales to the Palestinian authority.

Revenues of the Supermarkets segment - amounted in this quarter to NIS 1,627.6 million (U.S. $446.2 million) as compared to NIS 1,626.0 million in the corresponding quarter last year, with no material change. The sales of the same store sales (SSS) increased in this quarter at a rate of 2.1% compared to the corresponding period last year and were offset from a decrease of 3% in selling spaces following the closing of branches during the last 15 months.

Revenues of the Non-Food segment - an increase in revenues by 22% from NIS 87.6 million in the first quarter of 2012 to NIS 106.9 million (U.S. $29.3 million) in the current quarter. The increase in revenues is mainly due to an increase in sales in the home activity and in the textile activity resulting from expanding the marketing activities and the Passover holiday timing that occurred this year earlier than last year.

Revenues of the Real Estate segment - an increase in rental income of 31% from NIS 7.2 million in the first quarter of 2012 to NIS 9.4 million (U.S. $2.6 million) in the current quarter. The increase in rental income in this quarter mainly derives from increase in spaces rented to external parties.

Gross profit in the first quarter of 2013 amounted to NIS 656.6 million (U.S. $180.0 million) (21.3% of revenues) as compared to gross profit of NIS 674.2 million (21.7% of revenues) in the comparable quarter last year. The decrease in the gross profit compared to the corresponding quarter last year was mainly due to the decrease in the gross profit in the Supermarkets segment.

In the Fueling and Commercial sites segment, gross profit amounted to NIS 190.0 million (U.S. $52.1 million), (14.2% of revenues) compared to NIS 184.2 million in the comparable quarter last year (13.3% of revenues). The increase in the gross profit mainly derived from the increased profitability of the convenience stores.

In the Supermarkets segment, gross profit amounted to NIS 406.9 million (U.S. $111.5 million), (25.0% of revenues) compared to NIS 436.6 million in the first quarter of 2012 (26.8% of revenues), a decrease of 6.8% stemming from a decrease in the gross profit following the reduction of margins.

In the Non Food segment, gross profit amounted to NIS 53.0 million (U.S. $14.5 million), (49.6% of revenues) compared to NIS 46.3 million in the first quarter of 2012 (52.8% of revenues), an increase of 14.5% that mainly derives from increase in sales, as aforementioned.

Selling, general and administrative expenses in the first quarter of 2013 amounted to NIS 636.2 million (U.S. $174.4 million) (20.6% of revenues), compared to expenses of NIS 639.4 million (20.6% of revenues) in the comparable quarter last year.

In the Fueling and Commercial sites segment, these expenses amounted to NIS 153.4 million (U.S. $42.1 million) compared to NIS 155.6 million in the first quarter of 2012, a decrease of 1.4%, mainly deriving from efficiency measures.

In the Supermarkets segment, selling, general and administrative expenses amounted to NIS 409.9 million (U.S. $112.4 million) compared to expenses of NIS 420.0 million in the first quarter of 2012, a decrease of 2.4% in expenses that mainly derives from efficacy measures and exiting branches.

In the Non Food segment, these expenses amounted to NIS 45.6 million (U.S. $12.5 million) compared to NIS 39.2 million in the first quarter of 2012, an increase of 16.2% in expenses that mainly derives from increase in sales and increase in marketing and advertising expenses.

In the Real Estate segment, these expenses amounted to NIS 4.7 million (U.S. $1.3 million) compared to NIS 2.8 million in the first quarter of 2012.

Operating profit (before other gains and losses and changes in fair value of investment property) in the first quarter of 2013 amounted to NIS 20.4 million (U.S. $5.6 million) (0.7% of revenues) as compared to NIS 34.8 million (1.1% of revenues) in the comparable quarter last year, a decrease of 41.4%. The decrease in the operating profit was mainly due to losses incurred by the Supermarkets segment.

In the Fueling and Commercial sites segment, operating profit in this quarter amounted to NIS 36.6 million (U.S. $10.0 million) compared to operating profit of NIS 28.5 million in the first quarter of 2012, an increase of 28.1%. The increase derives from improvement of gross profit and from decrease in selling, general and administrative expenses.

In the Supermarkets segment, operating loss amounted to NIS 3.0 million (U.S. $0.8 million) compared to operating profit of NIS 16.5 in the first quarter of 2012. The transfer to a loss derives from erosion of gross profit rate and was partly offset from decrease in selling, general and administrative expenses.

In the Non Food segment, operating profit amounted to NIS 7.4 million (U.S. $2.0 million) as compared to an operating profit of NIS 7.0 million in the first quarter of 2012, an increase of 5.9%. The increase in the operating profit derives from increase in sales and was partly offset from increase in selling, general and administrative expenses.

In the Real Estate segment, the operating profit in this quarter amounted to NIS 4.7 million (U.S. $1.3 million) compared to NIS 4.3 million in the first quarter of 2012, an increase of 9.0%. The increase in the operating profit derives from increase in rental income and was partly offset from increase in selling, general and administrative expenses.

Changes in fair value of investment property in this quarter the Company recorded a profit in the amount of NIS 5.5 million (U.S. $1.5 million) compared to a profit of NIS 2.7 million in the first quarter of 2012. The main profit in this quarter derives from revaluation of Comverse Building in Ra'anana, which half was realized in this quarter.

Other income (expenses), net other expenses in this quarter amounted to NIS 6.3 million (U.S. $1.7 million) compared to other expenses of NIS 0.1 million in the first quarter of 2012.

Operating profit amounted to NIS 19.3 million (U.S. $5.3 million) (0.6% of revenues) as compared to operating profit of NIS 40.8 million (1.3% of revenues) in the first quarter of 2012, a decrease of 52.7%.

Finance costs, net in this quarter amounted to NIS 53.8 million (U.S. $14.8 million) as compared to net finance costs of NIS 39.6 million in the first quarter of 2012. The increase in finance costs, net derives from an increase in the Company's indebtedness and from a decrease in finance income.

Taxes on income tax benefit in this quarter amounted to NIS 2.6 million (U.S. $0.7 million) as compared to tax benefit of NIS 4.4 million in the first quarter of 2012.

Income (loss) from continuing operation in this quarter loss amounted to NIS 31.9 million (U.S. $8.8 million) compared to an income of NIS 5.6 million in the first quarter of 2012. The loss in this quarter attributed to the Company's shareholders amounted to NIS 39.6 million (U.S. $10.9 million) or NIS 0.60 per share (U.S. $0.17) and the income attributed to non-controlling interests amounted to NIS 7.7 million (U.S. $2.1 million).

Net loss from discontinued operation in this quarter amounted to NIS 2.0 million (U.S. $0.6 million) or NIS 0.03 per share (U.S. $0.01) compared to a loss of NIS 3.4 in the first quarter of 2012, which attributed in its entirety to the Company's shareholders.

Cash flows for the first quarter of 2013

Cash flows from operating activities: Net cash flow provided by operating activities amounted to NIS 309.6 million (U.S. $84.8 million) in the first quarter of 2013 compared to NIS 159.6 million from operating activities in the comparable quarter last year. The main increase derives from a decrease in working capital needs following measures taken to reduce customer days and reduction of inventories in the amount of NIS 128 million (U.S. $35.1 million) and from tax refunds in this quarter of NIS 42.8 million (U.S. $11.7 million) compared to tax payments of NIS 10.0 million in the corresponding quarter last year offset by a decrease in operating profit of NIS 14.4 million (U.S. $3.9 million).

Cash flows used in investing activities: Net cash flows used in investing activities amounted to NIS 47.2 million (U.S. $12.9 million) in this quarter as compared to net cash used in investing activities of NIS 151.3 million in the comparable quarter. Cash flows used in investing activities in this quarter mainly included the purchase of investment property, property and equipment and intangible assets of total NIS 50.4 million (U.S. $13.8 million), the grant of long term loans of NIS 26.8 million (U.S. $7.3 million) and was offset by proceeds from realization of investment property of NIS 45.1 million (U.S. $12.4 million), repayment of long term loans of NIS 17.5 million (U.S. $4.8 million), and interest received of NIS 8.7 million (U.S. $2.4 million). In the first quarter of 2012 the cash flows used in investing activities mainly included the purchase of property and equipment, investment property and intangible assets of NIS 97.1 million, grant of long term loans of NIS 23.6 million and investment in securities in the amount of NIS 95.2 million, net of proceeds from realization of securities in the amount of NIS 65.2 million.

Cash flows used in financing activities: Net cash flows used in financing activities amounted to NIS 97.9 million (U.S. $26.8 million) in this quarter as compared to net cash flows deriving from financing activities of NIS 13.1 million in the corresponding quarter last year. The cash flows used in financing activities this quarter mainly included interest payments of NIS 62.5 million (U.S. $17.1 million), decrease in short term bank credit, net of NIS 172.2 million (U.S. $47.2 million), repayment of loans of NIS 53.8 million (U.S. $14.7 million) and was partly offset by issuance of debentures of NIS 152.3 million (U.S. $41.7 million) and receiving loans of NIS 40.7 million (U.S. $11.1 million). The net cash flows deriving from financing activities in the first quarter of 2012 included mainly the issuance of debentures of NIS 264.2 million and was offset by repayment of loans of NIS 119.0 million, decrease in short term credit, net, in the amount of NIS 71.3 million and from interest payments of NIS 56.3 million.

Additional Information


    1. Adjusted  EBITDA (Earnings before Interest, Taxes, Depreciation, and
       Amortization)[3] in the first quarter of 2013 adjusted EBITDA was NIS
       98.6 million (U.S. $27.0 million) (3.2% of revenues) compared to NIS
       114.7 million (3.7% of revenues) in the first quarter of 2012.

Events during the reporting period

General

a. Effective January 1, 2013, the Company applies IFRS 11 "Joint Arrangements". The application is retrospective. Jointly controlled entities presented in the past in the consolidated statements using the proportionate consolidation method are presented in these financial statements as part of the associates.

The following presents the effect on the financial statements as of December 31, 2012 and March 31, 2012 and for the periods then ended:



    The effect on the statement of financial position:


                                                December 31, 2012

                                                   (Unaudited)
                                                   ----------

                                                  As previously      The effect of       As reported after
                                                    reported         retrospective        the application
                                                                      application         of the standard
                                                                      -----------         ---------------

                                                 NIS in millions
                                                 ---------------


    Current assets                                             3,387                (53)                 3,334
                                                               -----                ---                  -----

    Non-current assets

    Investment in
     associates                                                  349                572                    921
                                                                 ---                ---                    ---

    Other non-current
     assets                                                    5,757               (798)                 4,959
                                                               -----               ----                  -----


    Current liabilities                                        4,074                (80)                 3,994
                                                               -----                ---                  -----

    Non-current liabilities                                    3,813               (180)                 3,633
                                                               -----               ----                  -----


    Equity                                                     1,606                (19)                 1,587
                                                               =====                ===                  =====


                                                 March 31, 2012

                                                   (Unaudited)
                                                   ----------

                                                  As previously      The effect of       As reported after
                                                    reported         retrospective        the application
                                                                      application         of the standard
                                                                      -----------         ---------------

                                                 NIS in millions
                                                 ---------------


    Current assets                                             3,739                (68)                 3,671
                                                               -----                ---                  -----

    Noncurrent assets

    Investment in
     associates                                                  206                554                    760
                                                                 ---                ---                    ---

    Other non-current
     assets                                                    5,793               (765)                 5,028
                                                               -----               ----                  -----


    Current liabilities                                        4,110               (123)                 3,987
                                                               -----               ----                  -----

    Non-current liabilities                                    4,079               (155)                 3,924
                                                               -----               ----                  -----


    Equity                                                     1,549                 (1)                 1,548
                                                               =====                ===                  =====


    Effect on the statement of income:


                            Year ended December 31, 2012

                                     (Unaudited)
                                     ----------

                                    As previously         The effect of       As reported after
                                      reported            retrospective        the application
                                                           application         of the standard
                                                           -----------         ---------------

                                   NIS in millions
                                   ---------------


     Revenues,
     net                                          12,850                (165)                12,685

     Gross
     profit                                        2,842                 (90)                 2,752

     Operating
     profit
     before
     changes                                         184                 (11)                   173

     Share
     in
     gains
     of
     associates                                        -                  87                     87

     Increase
     in
     fair
     value
     of
     investment                                      107                 (90)                    17

          property,
          net

     Other
     gains,
     net                                              23                 (19)                     4
                                                     ---                 ---                    ---

     Operating
     profit
     after
     changes                                         314                 (33)                   281

     Finance
     expenses,
     net                                            (246)                  7                   (239)

     Tax
     benefit
     (taxes
     on
     income)                                         (16)                 19                      3

     Share
     in
     gains
     of
     associates                                       12                 (12)                     -
                                                     ---                 ---                    ---

     Net
     income
     from
     continuing
     operation                                        64                 (19)                    45
                                                     ===                 ===                    ===

The main decrease in the profit in 2012 derives from eliminating profit, loss of control in a jointly controlled entity as a result of applying IFRS 11.



                    Three months ended March 31, 2012

                                (Unaudited)
                                ----------

                               As previously           The effect of      As reported after
                                 reported              retrospective       the application
                                                        application        of the standard
                                                        -----------        ---------------

                              NIS in millions
                              ---------------


     Revenues,
     net                                        3,152                (44)                 3,108

     Gross
     profit                                       696                (22)                   674

     Operating
     profit
     before
     changes                                       38                 (3)                    35

     Share
     in
     gains
     of
     associates                                     -                  3                      3

     Increase
     in
     fair
     value
     of
     investment                                     3                  -                      3

          property,
          net

     Other
     gains,
     net                                            -                  -                      -
                                                  ---                ---                    ---

     Operating
     profit
     after
     changes                                       41                  -                     41

     Finance
     expenses,
     net                                          (42)                 2                    (40)

     Tax
     benefit                                        4                  -                      4

     Share
     in
     gains
     of
     associates                                     3                 (3)                     -
                                                  ---                ---                    ---

     Net
     income
     from
     continuing
     operation                                      6                 (1)                     5
                                                  ===                ===                    ===


    Effect on the statement of cash flows:


                                 Year ended December 31, 2012

                                          (Unaudited)
                                          ----------

                                         As previously         The effect of       As reported after
                                           reported            retrospective        the application
                                                                application         of the standard
                                                                -----------         ---------------

                                        NIS in millions
                                        ---------------


    Net cash
     provided by
     operating
     activity                                             299                 203                    502

    Net cash
     used in
     investing
     activity                                            (573)                177                   (396)

    Net cash
     provided by
     financing
     activity                                             482                (381)                   101
                                                          ---                ----                    ---

       Increase in
        cash and
        cash
        equivalents                                       208                  (1)                   207

    Balance of
     cash and
     cash
     equivalents
     at                                                    74                 (22)                    52

         the
          beginning
          of the year

    Translation
     differences
     on cash and
     cash                                                   -                   -                      -

         equivalents

       Balance of
        cash and
        cash
        equivalents
        at                                                282                 (23)                   259

          the end of
           the year



                      Three months ended March 31, 2012

                                  (Unaudited)
                                  ----------

                                 As previously           The effect of      As reported after
                                   reported              retrospective       the application
                                                          application        of the standard
                                                          -----------        ---------------

                                NIS in millions
                                ---------------


    Net cash
     provided by
     operating
     activity                                       157                  2                    159

    Net cash
     used in
     investing
     activity                                      (156)                 5                   (151)

    Net cash
     provided by
     financing
     activity                                        21                 (8)                    13
                                                    ---                ---                    ---

        Increase in
         cash and
         cash
         equivalents                                 22                 (1)                    21

    Balance of
     cash and
     cash
     equivalents
     at the                                          74                (22)                    52

         beginning of
          the period

    Translation
     differences
     on cash and
     cash                                             -                  -                      -

         equivalents


       Balance of
        cash and
        cash
        equivalents                                  96                (23)                    73

          at the end
           of the
           period

b. On March 22, 2013, Mrs. Limor Ganot was appointed as co-CEO of the Company. The appointment is in effect from April 1, 2013.

c. On April 24, 2013, the Company changed its name from "Alon Holdings Blue Square Israel Ltd" to "Alon Blue Square Israel Ltd".

d. The Company resolved to merge BEE group into Mega Retail. The merger will be consummated in 2013.

Fueling and Commercial sites segment

a. As of March 31, 2013, Dor Alon operated 203 fueling stations and 209 convenience stores in various formats.

b. Dor Alon declared a dividend of NIS 20 million (U.S $5.5 million). The Company's share is NIS 15.7 million (U.S $4.3 million). The dividend was paid on April 9, 2013.

Supermarkets segment

a. As of March 31, 2013, the Company operated 211 supermarkets divided as follows: Mega In Town - 119; Mega Bool - 66; Zol Beshefa - 15; Eden Teva Market - 20 of which 9 Eden within Mega.

b. As of March 31, 2013, the Company operated branches in a total area of 365,400 sq.m. Sales per meter amounted in the first quarter of 2013 to NIS 4,460 (U.S. $1,223) compared to NIS 4,293 in the corresponding quarter last year.
During the quarter ending on March 31, 2013, one branch with a total area of 3,600 sq.m was closed.

Non Food segment

a. As of March 31, 2013, Bee Group operates 138 branches (of which 22 franchised).
b. Discontinued activity - in view of the Company's resolution from December 2012, to realize Kfar Hasha'shuim (Kfar), the results of Kfar are included in the consolidated statement of operations under "Loss from discontinued operation (after tax)".

Following are the operating results of Kfar for the reported periods:




                                  Year ended            Three months
                                                            ended
                                  December 31             March 31
                                                          --------

                                       2012      2012           2013
                                       ----      ----           ----

                                       (Audited)        (Unaudited)
                                        --------         ----------


    Sales                           115,214    26,511         33,155

    Gross profit                     23,308     2,493          6,138

    Operating profit (loss)         (12,648)   (2,373)            25

    Net loss included in loss
     from                           (22,468)   (3,403)        (2,018)

         discontinued operations

Real Estate segment

a. Comverse Building

On January 21, 2013, BSRE entered into an agreement for the sale of half of its rights in the property to Harel Investments, Insurance and Financial Services Ltd. (Harel) in return for NIS 51 million and shall bear 50% of the remaining establishment costs. In addition, BSRE is entitled to an additional consideration for building rights of 2,500 sq.m that were not yet utilized and such consideration is to be payable according to the agreement. The agreement further determines that if the building rights in the real estate are increased, Harel shall have the option to purchase 50% of these rights at a consideration to be determined according to the value of the rights. A collaboration agreement was signed between BSRE and Harel. The above consideration reflects the fair value of part of the real estate that was realized and therefore, in the reported period, the Company recorded gain from change in value of investment property of NIS 5.5 million in addition to a gain that was recorded in 2012 in the amount of NIS 4 million.

b. Cohen Building in Petach Tikva

In November 2012, BSRE granted an option to purchase the property in Petach Tikva subject to various conditions in return for NIS 56 million. On March 6, 2013, the option was exercised and a sale agreement was signed. The purchasers did not complete the first payment according to the date set forth in the sale agreement. An extension was granted to the purchasers to complete the payment and the rest of the payments according to the agreement.

c. BSRE declared a dividend of NIS 50 million (U.S. $13.7 million), the Company's share amounts to NIS 39 million (U.S. $10.7 million). The dividend was paid on April 23, 2013.

Issuance of bonds

a. On January 31, 2013, the bonds series of Dor Alon (Series C and D) was expanded by a private offering of NIS 21 million par value of bonds (Series C) to institutional investors for 97.95% of their par value, reflecting a return of 5.3% and NIS 129 million par value of bonds (Series D) for 103.8% of their par value, reflecting a return of 5.2%.

b. On May 13, 2013, Midroog announced the ratification of the A2 rating on bonds (series A and C) issued by the Company, while changing the outlook from stable to negative. In addition, Midroog ratifies the P-1 rating with for commercial paper issued by the Company in the amount of NIS 75 million up to NIS 120 million.

c. On May 20, 2013 the bonds series of BSRE (Series D) was expanded by a privet offering of NIS 76 million par value of bonds (Series D) to institutional investors for 117.9% of their par value, reflecting a return of 2.8%.

d. On May 28, 2013, Midroog announced the ratification of the A1 rating on bonds (series A to D) issued by BSRE, while changing the outlook from negative to stable. In addition, Midroog granted A1 rating with stable outlook for bonds up to NIS 100 million par value which BSRE intends to issue by expanding one of its existing series.

Post balance sheet events

On May 7, 2013, the Company sold 3.5% of BSRE shares for NIS 49 million. After the sale, the Company holds 74.76% of BSRE share capital.

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 March 31, 2013: U.S. $1.00 equals NIS 3.648. The translation was made solely for the convenience of the reader.

Alon Blue Square Israel Ltd. (hereinafter: "Alon Blue Square") is the leading retail company in the State of Israel and operates in four reporting segments: In its supermarket segment, Alon Blue Square, as a pioneer in the modern food retail, through its 100% subsidiary, Mega Retail Ltd., currently operates 211 supermarkets under different formats, each offering a wide range of food products, "Near Food" products and "Non-Food" products at varying levels of service and pricing. In its "Non-Food" segment, Alon Blue Square, through its 100% subsidiary BEE Group Retail Ltd., operates specialist outlets in self-operation and franchises and offers a wide range of "Non-Food" products as retailer and wholesaler. In the Fueling and Commercial Sites segment, through its 78.43% subsidiary, which is listed on the Tel Aviv stock exchange ("TASE"), Dor Alon Energy in Israel (1988) Ltd is one of the four largest fuel retail companies in Israel based on the number of petrol stations and a leader in the field of convenience stores. Dor Alon operates a chain of 203 petrol stations and 209 convenience stores in different formats in Israel. In its Real Estate segment, Alon Blue Square, through its TASE traded 74.76% subsidiary Blue Square Real Estate Ltd., owns, leases and develops yield generating commercial properties and projects. In other segments, Alon Blue Square through its 100% subsidiary, Alon Cellular Ltd, operates an MVNO network in Israel and through Diners Club Israel Ltd., an associate held at 49%, which operates in the sector of issuance and clearance of YOU credit cards to the customer club members of the group.

Forward-looking statements

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, 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 economic conditions in Israel on the sales in our stores and of our products and on our profitability; our ability to compete effectively against low-priced supermarkets, large fuel companies and our other competitors; enactment of new laws and regulations, including the enactment of recommendations of governmental appointed committees and regulations with respect to the procurement of petroleum products by fuel companies and the price of petroleum products that are subject to regulation; quarterly fluctuations in our operating results that may cause volatility of our ADS and share price; fluctuations in the price of petroleum products and increases in excise tax rates imposed on the sale of petroleum products in Israel; 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 the 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 of our store brands due to reports in the media or otherwise; government policies with respect to residential building may have a negative impact on our operations in residential building, and other risks, uncertainties and factors disclosed in our filings with the U.S. Securities and Exchange Commission (SEC), 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, 2012. 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.




                                                          ALON BLUE SQUARE ISRAEL LTD.
                                                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                                              AS OF MARCH 31, 2013
                                                                  (UNAUDITED)



                                                                                                                             Convenience translation

                                                              December 31,                    March  31,       March  31,
                                                                                              ----------      ----------

                                                                  2012*                          2012*                  2013                       2013
                                                                  ----                           ----                   ----                       ----

                                                                   NIS                        U.S. dollars
                                                                   ---                        ------------

                                                               In thousands
                                                               ------------

                                  A s  s  e  t s


    CURRENT ASSETS:

    Cash and cash equivalents                                                261,674                   86,953        419,178                    114,906

    Investment in securities                                                 325,313                  330,950        360,863                     98,921

    Short-term bank deposits                                                  96,146                   96,331        103,487                     28,368

    Trade receivables                                                      1,415,828                1,682,263      1,440,508                    394,876

    Other accounts  receivable including                                     271,258                  573,781        577,447                    158,291
              current maturities of long term

         loans granted

    Assets classified as held for sale                                        94,216                        -         45,600                     12,500

    Assets of disposal groups classified as                                  133,915                        -        136,555                     37,433

         held for sale

    Income taxes receivable                                                   90,882                  127,096         34,941                      9,578

    Inventories                                                              644,809                  773,872        609,701                    167,133
                                                                             -------                  -------        -------                    -------

                                                                           3,334,041                               3,728,280                  1,022,006
                                                                                                    3,671,246
                                                                                                    ---------



    NON-CURRENT ASSETS:

       Investments in associates                                             921,227                  759,716        919,493                    252,054

       Derivative financial instruments                                        1,790                    1,312          3,374                        925

       Real estate inventories                                               106,064                   99,683        105,641                     28,958

    Investments in securities                                                 48,609                   36,419         54,300                     14,885

       Loans receivable, net of current                                      200,294                  185,984        204,960                     56,184

       maturities

       Property and equipment, net                                         2,651,678                2,767,739      2,618,968                    717,919

       Investment property                                                   543,873                  489,495        561,732                    153,984

    Intangible assets, net                                                 1,258,828                1,305,650      1,244,701                    341,202

       Other long-term receivables                                            33,251                   35,457         36,484                     10,001

       Deferred taxes                                                        114,805                  106,741        126,191                     34,592
                                                                             -------                  -------        -------                     ------

                                                                           5,880,419                               5,875,844                  1,610,704
                                                                                                    5,788,196
                                                                                                    ---------


    Total assets                                                           9,214,460                               9,604,124                  2,632,710

                                                                                                    9,459,442
                                                                                                    =========




                                                                  ALON BLUE SQUARE ISRAEL LTD.
                                                          CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                                                      AS OF MARCH 31, 2013
                                                                           (UNAUDITED)

                                                                                                                                          Convenience
                                                                                                                                          translation

                                                                                              December 31,            March  31,           March  31,
                                                                                                                      ----------

                                                                                                  2012*                  2012*                  2013       2013
                                                                                                  ----                   ----                   ----       ----

                                                                                                   NIS                       U.S. dollars
                                                                                                   ---                       ------------

                                                                                              In thousands
                                                                                              ------------

    Liabilities and shareholders' equity


    CURRENT LIABILITIES:

    Credit and loans from banks and others                                                                 1,129,526          924,129        947,670    259,778

    Current maturities of debentures and                                                                     556,188          212,173        593,947    162,814

         convertible debentures

    Current maturities of long-term loans                                                                    247,581          266,987        235,913     64,669

         from banks

    Trade payables                                                                                         1,228,013        1,585,458      1,441,889    395,255

    Other accounts payable and accrued                                                                       628,915          886,607        897,129    245,926

         expenses

    Customers' deposits                                                                                       28,011           27,692         27,881      7,643

    Derivative financial instruments                                                                          17,566           11,002         17,658      4,840

    Income taxes payable                                                                                      10,124            5,001          9,213      2,525

    Provisions                                                                                                60,578           67,689         60,221     16,508

    Liabilities of disposal groups                                                                            87,794                -         89,870     24,635

         classified as held for sale


                                                                                                           3,994,296        3,986,738      4,321,391  1,184,593
                                                                                                           ---------        ---------      ---------  ---------


    NON CURRENT LIABILITIES:

    Long-term loans from banks and others, net of current
     maturities                                                                                            1,134,436        1,148,293      1,133,440    310,702

    Convertible debentures, net of current                                                                    90,402          118,671         90,200     24,726

         maturities

    Debentures, net of current maturities                                                                  2,048,829        2,296,088      2,163,434    593,046

    Other liabilities                                                                                        142,016          157,234        139,010     38,106

    Derivative financial instruments                                                                           6,382           13,787          3,823      1,048

    Liabilities in respect of employee                                                                        69,457           58,962         69,636     19,089

         benefits, net of amounts funded

    Deferred taxes                                                                                           141,093          131,189        143,170     39,246
                                                                                                             -------          -------        -------     ------

                                                                                                           3,632,615        3,924,224      3,742,713  1,025,963
                                                                                                           ---------        ---------      ---------  ---------

    Total liabilities                                                                                      7,626,911        7,910,962      8,064,104  2,210,556
                                                                                                           ---------        ---------      ---------  ---------


    EQUITY:

    Equity attributed to equity holders of

         the Company:

    Ordinary shares of NIS 1 par value                                                                        79,881           79,881         79,881     21,897

    Additional paid-in capital                                                                             1,219,279        1,219,279      1,219,279    334,232

    Other reserves                                                                                             9,245          (10,321)        10,092      2,766

    Accumulated deficit                                                                                     (129,666)        (112,801)      (170,948)   (46,861)
                                                                                                            --------         --------       --------    -------

                                                                                                           1,178,739        1,176,038      1,138,304    312,034

         Non-controlling interests                                                                           408,810          372,442        401,716    110,120
                                                                                                             -------          -------        -------    -------

    Total equity                                                                                           1,587,549        1,548,480      1,540,020    422,154
                                                                                                           ---------        ---------      ---------    -------

    Total liabilities and equity                                                                           9,214,460        9,459,442      9,604,124  2,632,710
                                                                                                           =========        =========      =========  =========


    * Retroactive application, see events during the reporting period



                                                            ALON BLUE SQUARE ISRAEL LTD.
                                                          CONSOLIDATED STATEMENTS OF INCOME
                                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                     (UNAUDITED)

                                                                                                                                                      Convenience

                                                                                                                                                      translation

                                                                                                        Year  ended              Three months        for the three

                                                                                                                                                         months

                                                                                                       December 31,              ended   March
                                                                                                                                      31,          ended  March  31,
                                                                                                                                 ------------

                                                                                                           2012*                     2012*                      2013       2013
                                                                                                           ----                      ----                       ----       ----

                                                                                           In thousands (except per share data)
                                                                                           -----------------------------------

    Revenues                                                                                                         15,640,331         3,826,175          3,792,802  1,039,694

    Less - government levies                                                                                          2,955,154           717,857            703,534    192,855
                                                                                                                      ---------           -------            -------    -------

    Net revenues                                                                                                     12,685,177         3,108,318          3,089,268    846,839

    Cost of sales                                                                                                     9,932,721         2,434,157          2,432,676    666,852
                                                                                                                      ---------         ---------          ---------    -------

    Gross profit                                                                                                      2,752,456           674,161            656,592    179,987

    Selling, general and administrative expenses                                                                      2,579,770           639,385            636,224    174,404
                                                                                                                      ---------           -------            -------    -------

    Operating profit before other gains and losses                                                                      172,686            34,776             20,368      5,583
        and changes in fair value of investment

       property

    Other gains                                                                                                          19,941                 -                 30          8

    Other losses                                                                                                        (15,663)              (72)            (6,304)    (1,728)

    Increase in fair value of investment property,                                                                       16,874             2,685              5,559      1,524

       net

    Share in gains (losses) of associates                                                                                87,060             3,380               (389)      (107)
                                                                                                                         ------             -----               ----       ----

    Operating  profit                                                                                                   280,898            40,769             19,264      5,280

    Finance income                                                                                                       83,002            21,064             16,789      4,602

    Finance expenses                                                                                                   (321,930)          (60,647)           (70,639)   (19,364)
                                                                                                                       --------           -------            -------    -------

    Finance expenses, net                                                                                              (238,928)          (39,583)           (53,850)   (14,762)
                                                                                                                       --------           -------            -------    -------

    Income before taxes on income                                                                                        41,970             1,186            (34,586)    (9,482)

    Taxes on income                                                                                                      (2,863)           (4,381)            (2,638)      (723)
                                                                                                                         ------            ------             ------       ----


    Net income (loss) from continued operations                                                                          44,833             5,567            (31,948)    (8,759)

    Net loss from discontinued operation                                                                                 22,468             3,403              2,018        553
                                                                                                                         ------             -----              -----        ---

                                                                                                                         22,365             2,164            (33,966)    (9,312)
                                                                                                                         ======             =====            =======     ======

    Attributable to:

    Equity holders of the Company                                                                                       (17,907)           (6,829)           (41,655)   (11,418)
                                                                                                                        -------            ------            -------    -------

    Non-controlling interests                                                                                            40,272             8,993              7,689      2,106
                                                                                                                         ------             -----              -----      -----


    Earnings per ordinary share or ADS

         attributable to equity holders of the

         company

    Basic and fully diluted

      Continuing operations                                                                                                0.29             (0.05)             (0.60)     (0.16)

      Discontinued operations                                                                                             (0.34)            (0.05)             (0.03)     (0.01)
                                                                                                                          -----             -----              -----      -----

                                                                                                                          (0.05)            (0.10)             (0.63)     (0.17)
                                                                                                                          =====             =====              =====      =====

    Weighted average number of shares or ADSs

       used for computation of earnings per share:

    Basic and fully diluted                                                                                              65,954            65,954             65,954     65,954
                                                                                                                         ======            ======             ======     ======




                                                             ALON BLUE SQUARE ISRAEL LTD.
                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                     (UNAUDITED)

                                                                                                                                                     Convenience

                                                                                                                                                     translation

                                                                                                   Year  ended            Three months ended     for  the  three
                                                                                                                                                   months ended

                                                                                                  December 31,                March  31,            March  31,

                                                                                                      2012*                     2012*                       2013     2013
                                                                                                      ----                       ----                       ----     ----

                                                                                                NIS in thousands           U.S. dollars in
                                                                                                                              thousands
                                                                                                                                                                           ---------

    CASH FLOWS FROM OPERATING ACTIVITIES:

    Income (loss) before  taxes  on  income from                                                                  41,970                  1,186          (34,586)  (9,482)

         continuing operations

    Loss before taxes from discontinued operation                                                                (17,468)                (3,403)          (2,018)    (553)

    Income tax (paid) received, net                                                                               18,714                (10,018)          42,828   11,740

    Adjustments for cash generated from operations                                                               458,957                171,845          303,351   83,158
                                                                                                                 -------                -------          -------   ------

    Net cash provided by operating activities                                                                    502,173                159,610          309,575   84,863
                                                                                                                 -------                -------          -------   ------

    CASH FLOWS FROM INVESTING ACTIVITIES:

    Purchase of property and equipment                                                                          (164,458)               (73,528)         (24,192)  (6,632)

    Purchase of investment property                                                                              (64,546)                (7,049)         (20,862)  (5,719)

    Purchase of intangible assets                                                                                (43,392)               (16,506)          (5,334)  (1,462)

    Proceeds from collection of (investment in)                                                                    5,166                  4,981           (7,341)  (2,012)

         short-term bank deposits, net

    Proceeds from sale of property and equipment                                                                  20,139                    438            1,814      497

    Proceeds from sale of investment property                                                                      3,610                      -           45,090   12,360

    Proceeds from sale of  marketable securities                                                                 150,945                 65,246           34,080    9,342

    Investment in marketable securities                                                                         (178,149)               (95,191)         (67,669) (18,550)

    Grant of loans to associates                                                                                (124,488)                (6,230)          (1,075)    (295)

    Investment in associates                                                                                        (391)                (7,715)          (1,157)    (317)

    Grant of long term  loans                                                                                    (37,585)               (23,583)         (26,835)  (7,356)

    Collection of long-term loans                                                                                 13,524                  3,174           17,513    4,801

    Interest received                                                                                             24,349                  4,615            8,734    2,394
                                                                                                                  ------                  -----            -----    -----

    Net cash used in investing                                                                                  (395,276)              (151,348)         (47,234) (12,949)

         activities




                                            ALON BLUE SQUARE ISRAEL LTD.
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                     (UNAUDITED)


                                                                                                      Convenience

                                                                                                      translation

                                                   Year  ended               Three months ended     for  the  three
                                                                                                      months ended

                                                  December 31,                   March  31,            March  31,

                                                      2012*                         2012*                      2013     2013
                                                      ----                          ----                       ----     ----

                                                NIS in thousands                U.S. dollars
                                                                                in thousands
                                                                                  ------------

    CASH FLOWS FROM FINANCING

       ACTIVITIES:

    Issuance of
     debentures                                                  504,136                   264,242          152,263   41,739

    Repayment of
     debentures                                                 (209,321)                   (3,795)          (2,377)    (652)

    Transactions
     with non-
     controlling
     interests                                                      (467)                     (682)               -        -

         in subsidiary without loss of
          control

    Receipt of long-
     term loans                                                  226,478                         -           40,653   11,144

    Repayment of
     long-term
     loans                                                      (342,314)                 (119,013)         (53,807) (14,750)

    Short-term
     credit from
     banks and
     others, net                                                 177,795                   (71,301)        (172,156) (47,192)

    Settlement of
     forward
     contracts                                                    (2,808)                        -                -        -

    Interest paid                                               (252,955)                  (56,308)         (62,495) (17,131)
                                                                --------                   -------          -------  -------

    Net cash
     provided by
     (used in)
     financing                                                   100,544                    13,143          (97,919) (26,842)

         activities


                                                                 207,441                    21,405          164,422   45,072

    INCREASE  IN CASH AND CASH

       EQUIVALENTS AND BANK
        OVERDRAFTS

    Translation
     differences on
     cash and cash
     equivalents                                                      (1)                       (4)              (2)      (1)
                                                                     ---                       ---              ---      ---

    BALANCE OF CASH
     AND CASH                                                     51,605                    51,605          259,045   71,010

       EQUIVALENTS AND BANK

       OVERDRAFTS AT BEGINNING OF

       PERIOD


    BALANCE OF CASH
     AND CASH                                                    259,045                    73,006          423,465  116,081

       EQUIVALENTS AND BANK

       OVERDRAFTS AT END OF PERIOD

(Continued - 2)




                                                                       ALON BLUE SQUARE ISRAEL LTD.
                                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                             FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                               (UNAUDITED)



                                                                                                                                               Convenience

                                                                                                                                               translation

                                                                                                                                           for  the three

                                                                                                Year ended               Three months       months ended

                                                                                               December 31,            ended March  31,      March  31,
                                                                                                                         ------------

                                                                                                   2012*                     2012*                      2013     2013
                                                                                                   ----                      ----                       ----     ----

                                                                                                    NIS                  U.S. dollars
                                                                                                    ---                  ------------

                                                                                               In thousands
                                                                                               ------------


    (a)  Net cash provided by operating activities:

        Adjustments for:

        Depreciation and amortization                                                                         278,514              67,402             67,282   18,444

        Increase in fair value of investment property,  net                                                   (16,874)             (2,685)            (5,559)  (1,524)

        Share in losses (profit) of associates, net                                                           (87,060)             (3,380)               389      107

        Dividend received                                                                                      41,544                   -              4,119    1,129

        Share based payment                                                                                      (493)                463               (151)     (41)

        Loss (gain) from sale and disposal of  property                                                       (14,684)                 32                153       43

           and equipment, net

        Provision for impairment of property and                                                                    -                 189                  -        -

           equipment, net

        Gain from changes in fair value of  derivative                                                         (1,437)             (2,357)            (3,570)    (979)

           financial instruments

        Linkage differences on monetary assets,                                                                29,208               2,005              1,863      511

           debentures, loans and other long term liabilities

        Employee benefit liability, net                                                                         2,246              (2,082)               199       55

        Decrease (increase)  in value of investment in                                                          1,622               8,973                (87)     (24)

           securities, deposits and long-term receivables,

           net

        Interest paid, net                                                                                    227,186              49,700             56,026   15,358

        Changes in operating assets and liabilities:

        Investment in real estate inventories                                                                  ( 380)                (823)              (555)    (152)

        Decrease (increase) in trade receivables and                                                           67,550            (386,412)          (333,901) (91,530)

           other accounts

        Increase (decrease) in trade payables and other                                                       (56,025)            547,489            482,721  132,626

           accounts payable

        Decrease  (increase) in inventories                                                                   (11,960)           (106,669)            34,422    9,435
                                                                                                             --------             -------             ------    -----

                                                                                                              458,957             171,845            303,351   83,158
                                                                                                              =======             =======            =======   ======

(Concluded - 3)




                                                               ALON BLUE SQUARE ISRAEL LTD.
                                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                       (UNAUDITED)

                                                                                                                      Convenience

                                                                                                                      translation

                                                                                                                     for the three

                                                                                                       Year ended    Three months    months ended

                                                                                                     December 31,  ended March  31,   March  31,
                                                                                                     ------------

                                                                                                              2012             2012          2013           2013
                                                                                                              ----             ----          ----           ----

                                                                                                                         NIS                     U.S. dollars
                                                                                                                         ---                     ------------

                                                                                                                           In thousands
                                                                                                                           ------------

    (b) Supplementary information on investing and

      financing activities not involving cash flows:

    Purchase of property and equipment on credit                                                            27,866            4,930        13,182          3,613
                                                                                                            ======            =====        ======          =====

    Dividends declared to non-controlling interests                                                              -                -        15,215          4,171
                                                                                                               ===              ===        ======          =====

    Realization of property and equipment                                                                   11,000                -             -              -
                                                                                                            ======              ===           ===            ===



                  ALON BLUE SQUARE ISRAEL LTD.
                        NET LIABILITIES
                          (UNAUDITED)

                                                               Convenience

                                                               translation

                     December 31,             March  31,       March  31,

                         2012*                   2012*                2013      2013
                         ----                    ----                 ----      ----

                          NIS                      U.S. dollars
                          ---                      ------------

                     In thousands
                     ------------

                  Alon Blue Square**
                   -----------------

     Cash
     and
     cash
     equivalence                  2,039                 1,942        4,428     1,214

     Investment
     in
     securities                  68,429                66,345       69,172    18,962
                                 ------                ------       ------    ------

     Total
     assets                      70,468                68,287       73,600    20,176
                                 ======                ======       ======    ======

     Short
     term
     and
     Long-
     term
     debt:

     Short
     term
     loans
     from
     banks                      347,572               167,533      347,289    95,200

     Long
     term
     loans
     from
     banks                      156,639               171,569      156,663    42,945

    Debentures                  171,002               233,286      172,414    47,263
                                -------               -------      -------    ------

     Total
     long-
     term
     debt                       675,213               572,388      676,366   185,408
                                =======               =======      =======   =======

    Equity:

     Equity
     attributable
     to
     equity
     holders
     of
     the
     company:                 1,178,739             1,176,038    1,138,304   312,034
                              ---------             ---------    ---------   -------

     Total
     debt,
     net                       (604,745)             (504,101)    (602,766) (165,232)
                               ========              ========     ========  ========

* Net of grant of loans or loans received from subsidiaries




                                                         ALON BLUE SQUARE ISRAEL LTD.
                                     RECONCILIATION BETWEEN NET INCOME FOR THE PERIOD AND ADJUSTED EBITDA
                                               FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                 (UNAUDITED)


                                                                                                                                 Convenience

                                                                                                                                 translation

                                                                                           Year ended         Three months    for the three
                                                                                                                              months ended

                                                                                          December 31,         ended March
                                                                                                                   31,          March  31,
                                                                                                              ------------

                                                                                              2012*               2012*                2013      2013
                                                                                              ----                ----                 ----      ----

                                                                                        NIS in thousands            U.S. dollars in
                                                                                            thousands
                                                                                            ---------               ---------


    Net income (loss) from continuing operations                                                      44,833           5,567        (31,498) ( 8,759)

         Tax benefits                                                                                 (2,863)         (4,381)        (2,638)   ( 723)

         Share in losses (gains) of associates                                                       (87,060)         (3,380)           389       107

         Share in adjusted EBITDA of                                                                  39,250          12,095         11,100     3,043
         equity accounted investees

         Finance expenses, net                                                                       238,928          39,583         53,850    14,762

         Other losses (gains), net                                                                    (4,278)             72          6,274     1,720

         Changes in fair value of investment                                                         (16,874)         (2,685)        (5,559) ( 1,524)
         property

         Depreciation and amortization                                                               278,514          67,402         67,282    18,444

    Share based payment                                                                                 (493)            463           (151)    ( 41)
                                                                                                        ----             ---           ----      ----

         Adjusted EBITDA                                                                             489,957         114,736         98,599    27,029
                                                                                                     =======         =======         ======    ======

ALON BLUE SQUARE ISRAEL LTD.
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
(UNAUDITED)


Note 1 - Segment reporting

The Company includes segment information according to IFRS 8. The reporting is based on the Company's organizational structure, the internal reporting, the allocation of resources and the decision-making process. The Company presents four reporting segments: Supermarkets, Fueling and Commercial sites, Non-Food Retail and Wholesale and Real Estate in addition to other segment which includes mainly Cellular activity and the Company's share in the issuance and clearance activity of credit cards. The segments' results include the operating profit before financial expenses from continuing operations including the Company's share in gains (losses) of associates. The segments' results for prior periods were adjusted[4] in order to reflect the segment's results and the adjustment to the results in the consolidated report for those periods from continuing operations.

The Company's operating segments consist of the following:



    1. Fueling and commercial sites - Through its subsidiary Dor-Alon the
       Company is engaged in the development, construction and operation of
       vehicle fueling stations, adjacent commercial centers and independent
       convenience stores, marketing of fuel products and other products through
       the fueling stations and convenience stores and direct marketing of
       distillates to customers. The fueling and commercial sites segment is
       presented according to the published financial statements of Dor-Alon,
       with reclassification of credit card fees and with the amortization of
       the excess of cost arising at the time of acquisition allocated to the
       reconciliation between the operating profit of the segment and the total
       operating profit.
    2. Supermarkets - The Company operates the second largest food retail chain
       in Israel. Through its subsidiary, Mega Retail Ltd. ("Mega Retail"),
       which operates Supermarket branches, the Company offers a wide range of
       food and beverage products and "Non-food" items, such as houseware, toys,
       small electrical appliances, computers and computer accessories,
       entertainment and leisure products and textile products and "Near-Food"
       products, such as health and beauty aids, products for infants, cosmetics
       and hygiene products. As of March 31, 2013, Mega Retail operated 211
       supermarkets. This segment also includes properties owned through Blue
       Square Real Estate ("BSRE"), in connection with the supermarket operation
       of Mega Retail's stores (including warehouses and offices).
    3. Non-Food (Retail and Wholesale) - Mostly through its subsidiary, BEE
       Group Retail Ltd. ("BEE Group"), the Company is engaged in non-food
       retail and wholesale activities. As of March 31, 2013, the Company
       operated 138 non-food retail outlets, some through franchisees, with
       specialties in houseware and home textile, toys, leisure, and infant.
       This segment also includes properties owned through Blue Square Real
       Estate ("BSRE") which are used by the segment.
    4. Real Estate - Through its subsidiary BSRE the Company is engaged in
       generating yield from commercial centers, logistics centers and offices,
       land for the purpose of capital appreciation and deriving long-term yield
       as well as in the development of the "Wholesale Market" residency
       project.
    5. Others - Alon Blue Square through its 100% subsidiary, Alon Cellular Ltd,
       operates an MVNO network in Israel and through Diners Club Israel Ltd.,
       an associate held at 49%, which operates in the sector of issuance and
       clearance of YOU credit cards to the customer club members of the group.



                                                            ALON BLUE SQUARE ISRAEL LTD.
                                                   FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                     (UNAUDITED)

    Note 1 - Segment reporting (continued)

                                                                     Three months ended March 31, 2013
                                                                     ---------------------------------

                                              Fueling and               Supermarkets                   Non-Food      Real Estate Others          Adjustments       Total
                                                                                                                                                             consolidated

                                           Commercial sites
                                           ----------------

                                                                            NIS in thousands
                                                                            ----------------


    Net segment revenues                          1,337,450   1,627,625*                         106,947       9,447     7,799                -   3,089,268

    Inter segment revenues                            7,011                                  -     6,864           -         -          (13,875)          -

    Gross profit (loss)                             190,036                            406,856    53,031       9,447    (3,081)             303     656,592

    Depreciation and amortization                    21,479                             39,940     2,940           -     1,163            1,760      67,282

    Operating profit (loss) before                   36,563                             (3,050)    7,445       4,730   (12,331)          (8,372)     24,985
       other gains and losses net,

       share in  gains (losses) of

       associates  and  changes in fair

       value of investment property

    Segment profit                                   37,112                             (8,135)    6,339       6,974    (6,821)         (11,588)     23,881

    Unallocated corporate expenses                                                                                                       (4,617)

    Financial expenses, net                                                                                                             (53,850)
                                                                                                                                        -------

    Loss before taxes on income                                                                                                         (34,586)
                                                                                                                                        =======

    * Nine branches less compared to 2012



                                                Three months ended March 31, 2012
                                                ---------------------------------

                                         Fueling and                           Supermarkets           Non-Food        Real Estate       Others      Adjustments              Total
                                                                                                                                                                         consolidated
                                      Commercial sites
                                      ----------------

                                                         NIS in thousands
                                                         ----------------


    Net segment revenues                                 1,387,566                          1,626,018          87,567             7,167          -                    -              3,108,318

    Inter segment revenues                                   8,677                                  -          12,127                 -          -              (20,804)                     -

    Gross profit                                           184,165                            436,576          46,253             7,167          -                    -                674,161

    Depreciation and amortization                           21,266                             41,947           2,652                 -          -                1,537                 67,402

    Operating profit (loss) before                          28,538                             16,531           7,030             4,338     (3,681)             (11,138)                41,618

       other gains and losses net,

       share in gains (losses) of

       associates and changes in fair

       value of investment property

    Segment profit                                          29,562                             16,259           7,004             6,002      2,689              (13,905)                47,611

    Unallocated corporate expenses                                                                                                                                                      (6,842)

    Financial expenses, net                                                                                                                                                            (39,583)
                                                                                                                                                                                       -------

    Income before taxes on income                                                                                                                                                        1,186
                                                                                                                                                                                         =====



                                                                                           ALON BLUE SQUARE ISRAEL LTD.
                                                                                 FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2013
                                                                                                   (UNAUDITED)

    Note 1 - Segment reporting (continued)

                                                        Year ended December 31, 2012
                                                        ----------------------------

                                              Fueling and                           Supermarkets                   Non-Food         Real Estate        Others       Adjustments             Total
                                                                                                                                                                                         consolidated

                                           Commercial sites
                                           ----------------

                                                            NIS in thousands
                                                            ----------------


    Net segment revenues                                      5,773,398                          6,552,909                 321,116              30,569       7,185                    -            12,685,177

    Inter segment revenues                                       41,197                                  -                  29,458                   -           -              (70,655)                    -

    Gross profit (loss)                                         796,994                          1,788,614                 148,348              30,569     (11,570)                (499)            2,752,456

    Depreciation and amortization                                87,808                            167,464                  11,438                   -       2,099                9,705               287,514

    Operating profit (loss) before                              145,527                            126,231                 (12,072)             17,197     (33,628)             (46,301)              196,954

       other gains and losses net,

       share in gains (losses) of

       associates and changes in fair

       value of investment property

    Segment profit                                              149,534                            137,036                       (
                                                                                                                           15,450)              99,302      (9,887)             (55,369)              305,166

    Unallocated corporate expenses                                                                                                                                                                    (24,268)

    Financial expenses, net                                                                                                                                                                          (238,928)
                                                                                                                                                                                                     --------

    Income before taxes on income                                                                                                                                                                      41,970
                                                                                                                                                                                                       ======



                                                Three months ended March 31, 2013
                                                ---------------------------------

                                         Fueling and                           Supermarkets          Non-Food        Real Estate       Others      Adjustments            Total
                                                                                                                                                                       consolidated

                                      Commercial sites
                                      ----------------

                                                    U.S. dollars in thousands
                                                  -------------------------


    Net segment revenues                                   366,626                          446,169           29,317             2,590      2,137                   -               846,839

    Inter segment revenues                                   1,922                                -            1,882                 -          -              (3,804)                    -

    Gross profit (loss)                                     52,903                          111,529           14,537             2,590       (845)                 83               179,987

    Depreciation and amortization                            5,888                           10,948              806                 -        319                 483                18,444

    Operating profit (loss) before                          10,023                             (836)           2,041             1,297     (3,381)             (2,295)                6,849

       other gains and losses net,

       share in gains (losses) of

       associates and changes in fair

       value of investment property

    Segment profit                                          10,173                           (2,230)           1,738             1,912     (1,870)             (3,177)                6,546

    Unallocated corporate expenses                                                                                                                                                   (1,266)

    Financial expenses, net                                                                                                                                                         (14,762)
                                                                                                                                                                                    -------

    Loss before taxes on income                                                                                                                                                      (9,482)
                                                                                                                                                                                     ======

[1] Effective January 1, 2013, the Company applies IFRS 11 "Joint Arrangements" (IFRS 11 or the Standard). IFRS 11 is to be applied retrospectively in financial statements for annual periods such that comparative figures are restated. According to the Standard, investments in jointly controlled entities (Joint ventures) are no longer to be consolidated proportionally but rather the company's investments in these ventures should be presented according to the equity method of accounting. Investments in joint operations shall continue to be consolidated under the proportionate consolidation method in the Company's consolidated financial statements. The Company's share in gains (losses) of associates is presented under operating income since associates are integrated into the operations of the Company. For the effect of the adoption as of March 31, 2012 and December 31, 2012, and for the periods ending on those dates on the assets, liabilities, equity, results and cash flows of the Company, see further details in this report below.

[2] The Company operates in four reportable segments: Supermarkets, Fueling and Commercial sites, Non Food retail and wholesale and Real Estate. Segmental information is included in this report below.

[3] Use of financial measures that are not in accordance with Generally Accepted Accounting Principles
Adjusted EBITDA is a measure that is not in accordance with Generally Accepted Accounting Principles (Non-GAAP) and is defined as income before financial income (expenses) net, other gains (losses) net, changes in fair value of investment property, taxes, share in gains of associates, depreciation and amortization in addition to share in adjusted EBITDA of equity accounted investees. It is an accepted ratio in the retail industry. It is presented as an additional performance measure, since it enables comparisons of operating performances between periods and companies while neutralizing potential differences resulting from changes in capital structures, taxes, age of property and equipment and its related depreciation expenses. Adjusted EBITDA, however, should not be related to as a single measure or as an alternative to operating income, another performance indicator and to cash flow information, which are prepared using Generally Accepted Accounting Principles (GAAP) as indicators of profit or liquidity. Adjusted EBITDA does not take the costs of servicing debt and other liabilities into account, including capital expenditures and therefore it does not necessarily indicate the amounts that may be available to the use of the company and in addition Adjusted EBITDA should not be compared to other indicators with similar names reported by other companies because of differences in the calculation of these indicators. See the reconciliation between our net income and Adjusted EBITDA which is presented in this press release.

[4] The adjustments include retrospective applications of IFRS 11 "Joint Arrangements" (the Company's share in previously consolidated companies by the proportionate method in the Company's consolidated financial statements and their results are presented now under the Company's share in gains (losses) of associates and are included in this report in segment results)

Contact:
Alon 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: 972-3-928-2611
Email: cfo@bsi.co.il

SOURCE Alon Holdings Blue Square - Israel Ltd.