Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)
14 November 2016
MTI Wireless Edge Ltd
("MTI" or the "Company")
Financial results for the nine months ended 30 September 2016
MTI Wireless Edge Ltd. (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solution provider, today announces its unaudited results for the nine months ended 30 September 2016 (the "Period").
Highlights:
· Revenue increased by 31 per cent. year-on-year in the Period to US$17.6m (nine months to 30 September 2015: US$13.4m), primarily due to the acquisition of Mottech.
· Gross profit increased by 22 per cent. year-on-year to US$6.5m (nine months to 30 September 2015: US$5.4m).
· Operating profit of approximately US$1.0m in the Period, in line with nine months to 30 September 2015.
· Cash flow generated from operations tripled to US$1.5m (nine months to 30 September 2015: US$0.5m).
· Dividend of US 1.1 cent per share for the year ended 31 December 2015 paid on 1 April 2016.
· Shareholders' equity of US$18.6m (at 30 September 2015: US$17.9m) after payment of dividend, equivalent to 28.9 pence per share.
Dov Feiner, the Company's Chief Executive Officer, commented:
"I am happy to report on another excellent quarter for Mottech and its contribution to revenue growth and profit. Our antenna business is continuing to make a good progress in the third quarter, with another military contract win, as announced in August, which provides us with longer-term visibility. The RFID business has experienced a very good year to date and together with the continued development of the 60 - 80 GHz line we continue to be confident about the long-term future of the antenna business. At Mottech, we continue to see a variety of opportunities over many continents, all of which makes us believe that the combined business will continue to grow and be successful in 2016 and beyond".
For further information, please contact:
MTI Wireless Edge Dov Feiner, CEO Moni Borovitz, Financial Director |
http://www.mtiwe.com/ +972 3 900 8900 |
Allenby Capital Limited (Nominated adviser and broker) Nick Naylor Alex Brearley |
+44 20 3328 5656
|
About MTI Wireless Edge
MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years' experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - Utility Market. Military applications include a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.
Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola's IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech's activities are focused in the market segments of agriculture, water distribution, Municipal and Commercial Landscape and Wastewater and Storm Water Reuse.
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
Nine months ended September 30, |
|
Year ended December 31, |
||
|
2016 |
|
2015 |
|
2015 |
|
U.S. $ in thousands |
||||
|
Unaudited |
|
Audited |
||
Revenues |
17,582 |
|
13,405 |
|
19,579 |
Cost of sales |
11,040 |
|
8,041 |
|
11,870 |
|
|
|
|
|
|
Gross profit |
6,542 |
|
5,364 |
|
7,709 |
Research and development expenses |
828 |
|
962 |
|
1,216 |
Distribution expenses |
2,570 |
|
1,693 |
|
2,408 |
General and administrative expenses |
2,129 |
|
1,656 |
|
2,323 |
|
|
|
|
|
|
Profit from operations |
1,015 |
|
1,053 |
|
1,762 |
Finance expense |
307 |
|
234 |
|
432 |
Finance income |
55 |
|
9 |
|
44 |
|
|
|
|
|
|
Profit before income tax |
763 |
|
828 |
|
1,374 |
Income tax expense |
136 |
|
74 |
|
110 |
|
|
|
|
|
|
Profit |
627 |
|
754 |
|
1,264 |
Other comprehensive income (net of tax): |
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
|
|
Re-measurement of defined benefit plans |
- |
|
- |
|
(42) |
|
- |
|
- |
|
(42) |
Items that may be reclassified to profit or loss: |
|
|
|
|
|
Adjustment arising from translation of financial statements of foreign operations |
202 |
|
(67) |
|
(77) |
|
202 |
|
(67) |
|
(77) |
Total other comprehensive income (loss) |
202 |
|
(67) |
|
(119) |
|
|
|
|
|
|
Total comprehensive income |
829 |
|
687 |
|
1,145 |
|
|
|
|
|
|
Profit Attributable to: |
|
|
|
|
|
Owners of the parent |
585 |
|
710 |
|
1,222 |
Non-controlling interest |
42 |
|
44 |
|
42 |
|
|
|
|
|
|
|
627 |
|
754 |
|
1,264 |
Total comprehensive income Attributable to: |
|
|
|
|
|
Owners of the parent |
787 |
|
643 |
|
1,103 |
Non-controlling interest |
42 |
|
44 |
|
42 |
|
|
|
|
|
|
|
829 |
|
687 |
|
1,145 |
|
|
|
|
|
|
Earnings per share (dollars) |
|
|
|
|
|
Basic |
0.0113 |
|
0.0138 |
|
0.0237 |
Diluted |
0.0111 |
|
0.0138 |
|
0.0235 |
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
|
|
|
Basic |
51,657,245 |
|
51,571,990 |
|
51,571,990 |
Diluted |
52,657,327 |
|
51,571,990 |
|
51,897,027 |
|
|
|
|
|
|
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the nine months period ended September 30, 2016:
|
Attributed to owners of the parent |
|
|
|||||
|
Share capital |
Additional paid-in capital |
Capital Reserve for share-based payment transactions |
Adjustment arising from translation of financial statements of foreign operations |
Retained earnings |
Total attributable to owners of the parent |
Non-controlling interest |
Total equity |
|
U.S. $ in thousands |
|||||||
|
|
|
|
|
|
|
|
|
Balance at January 1, 2016 (Audited) |
109 |
14,945 |
304 |
(77) |
3,116 |
18,397 |
266 |
18,663 |
|
|
|
|
|
|
|
|
|
Changes during the nine months ended September 30, 2016 (Unaudited): |
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
585 |
585 |
42 |
627 |
Other comprehensive income |
|
|
|
|
|
|
|
|
Translation differences |
- |
- |
- |
202 |
- |
202 |
- |
202 |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
202 |
585 |
787 |
42 |
829 |
Share issuance to non-controlling interest in subsidiary |
- |
(10) |
- |
- |
- |
(10) |
10 |
- |
Exercise of options to share capital |
* |
23 |
(1) |
- |
- |
22 |
- |
22 |
Dividend paid |
- |
- |
- |
- |
(568) |
(568) |
- |
(568) |
Share based payment |
- |
- |
14 |
- |
- |
14 |
- |
14 |
|
|
|
|
|
|
|
|
|
Balance at September 30, 2016 (Unaudited) |
109 |
14,958 |
317 |
125 |
3,133 |
18,642 |
318 |
18,960 |
|
|
|
|
|
|
|
|
|
(*) less than 1 thousand dollar
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the nine months period ended September 30, 2015:
|
Attributed to owners of the parent |
|
|
||||||
|
Share capital |
Additional paid-in capital |
Capital Reserve for share-based payment transactions |
Adjustment arising from translation of financial statements of foreign operations |
Retained earnings |
Total attributable to owners of the parent |
Non-controlling interest |
Total equity |
|
|
U.S. $ in thousands |
|
|||||||
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2015 (Audited) |
109 |
14,945 |
286 |
- |
2,287 |
17,627 |
216 |
17,843 |
|
|
|
|
|
|
|
|
|
|
|
Changes during the nine months ended September 30, 2015 (Unaudited): |
|
|
|
|
|
|
|
|
|
comprehensive income |
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
710 |
710 |
44 |
754 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
Translation differences |
- |
- |
- |
(67) |
- |
(67) |
- |
(67) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
(67) |
710 |
643 |
44 |
687 |
|
Non-controlling Interest of newly purchased subsidiary |
- |
- |
- |
- |
- |
- |
8 |
8 |
|
Dividend paid |
- |
- |
- |
- |
(351) |
(351) |
- |
(351) |
|
Share based payment |
- |
- |
19 |
- |
- |
19 |
- |
19 |
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2015 (Unaudited) |
109 |
14,945 |
305 |
(67) |
2,646 |
17,938 |
268 |
18,206 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended December 31, 2015 :
|
Attributable to owners of the parent |
|
||||||
|
Share capital |
Additional paid-in capital |
Capital Reserve from share-based payment transactions |
Adjustment arising from translation of financial statements of foreign operations |
Retained earnings |
Total attributable to owners of the parent |
Non-controlling interest |
Total equity |
|
U.S. $ in thousands |
|||||||
|
Audited |
|||||||
|
|
|
|
|
|
|
|
|
Balance as at January 1, 2015 |
109 |
14,945 |
286 |
- |
2,287 |
17,627 |
216 |
17,843 |
|
|
|
|
|
|
|
|
|
Changes during 2015: |
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
1,222 |
1,222 |
42 |
1,264 |
Other comprehensive income |
|
|
|
|
|
|
|
|
Re measurements on defined benefit plans |
- |
- |
- |
- |
(42) |
(42) |
- |
(42) |
Translation differences |
- |
- |
- |
(77) |
- |
(77) |
- |
(77) |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
- |
- |
- |
(77) |
1,180 |
1,103 |
42 |
1,145 |
Non-controlling Interest of newly purchased subsidiary |
- |
- |
- |
- |
- |
- |
8 |
8 |
Dividend paid |
- |
- |
- |
- |
(351) |
(351) |
- |
(351) |
Share based payment |
- |
- |
18 |
- |
- |
18 |
- |
18 |
Balance as at December 31, 2015 |
109 |
14,945 |
304 |
(77) |
3,116 |
18,397 |
266 |
18,663 |
|
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
|
30.9.2016 |
|
30.9.2015 |
|
31.12.2015 |
|
U.S. $ in thousands |
||||
|
Unaudited |
|
Audited |
||
ASSETS |
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
Cash and cash equivalents |
5,100 |
|
3,054 |
|
2,634 |
Restricted cash |
- |
|
170 |
|
- |
Other current financial assets |
- |
|
2,051 |
|
2,086 |
Trade receivables |
7,886 |
|
7,721 |
|
8,074 |
Other receivables |
1,169 |
|
1,392 |
|
1,296 |
Current tax receivables |
393 |
|
74 |
|
139 |
Inventories |
3,943 |
|
4,239 |
|
4,426 |
|
|
|
|
|
|
|
18,491 |
|
18,701 |
|
18,655 |
|
|
|
|
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS: |
|
|
|
|
|
Long term prepaid expenses |
52 |
|
21 |
|
28 |
Property, plant and equipment |
5,545 |
|
5,130 |
|
5,643 |
Investment property |
635 |
|
1,212 |
|
656 |
Deferred tax assets |
564 |
|
336 |
|
393 |
Intangible assets |
348 |
|
456 |
|
429 |
Goodwill |
573 |
|
573 |
|
573 |
|
|
|
|
|
|
|
7,717 |
|
7,728 |
|
7,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
26,208 |
|
26,429 |
|
26,377 |
|
|
|
|
|
|
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
|
30.9.2016 |
|
30.9.2015 |
|
31.12.2015 |
|
|
U.S. $ In thousands |
|||||
|
Unaudited |
|
Audited |
|||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
Current maturities and short term bank credit and loans |
811 |
|
790 |
|
792 |
|
Trade payables |
2,239 |
|
2,392 |
|
1,772 |
|
Other accounts payables |
1,702 |
|
1,777 |
|
2,098 |
|
Current tax payables |
100 |
|
170 |
|
192 |
|
|
|
|
|
|
|
|
|
4,852 |
|
5,129 |
|
4,854 |
|
|
|
|
|
|
|
|
NON- CURRENT LIABILITIES: |
|
|
|
|
|
|
Loans from banks, net of current maturities |
1,870 |
|
2,578 |
|
2,381 |
|
Employee benefits |
434 |
|
424 |
|
387 |
|
Other liabilities |
92 |
|
92 |
|
92 |
|
|
|
|
|
|
|
|
|
2,396 |
|
3,094 |
|
2,860 |
|
|
|
|
|
|
|
|
Total liabilities |
7,248 |
|
8,223 |
|
7,714 |
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
Equity attributable to owners of the parent |
|
|
|
|
|
|
Share capital |
109 |
|
109 |
|
109 |
|
Additional paid-in capital |
14,958 |
|
14,945 |
|
14,945 |
|
Capital reserve from share-based payment transactions |
317 |
|
305 |
|
304 |
|
Translation differences |
125 |
|
(67) |
|
(77) |
|
Retained earnings |
3,133 |
|
2,646 |
|
3,116 |
|
|
|
|
|
|
|
|
|
18,642 |
|
17,938 |
|
18,397 |
|
|
|
|
|
|
|
|
Non-controlling interest |
318 |
|
268 |
|
266 |
|
|
|
|
|
|
|
|
Total equity |
18,960 |
|
18,206 |
|
18,663 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
26,208 |
|
26,429 |
|
26,377 |
|
|
|
|
|
|
|
|
November 13, 2016 |
|
|
|
Date of approval of financial statements |
Moshe Borovitz Finance Director |
Dov Feiner Chief Executive Officer |
Zvi Borovitz Non-executive Chairman |
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWS
|
Nine months ended September 30, |
|
Year ended December 31, |
|
||||||
|
|
2016 |
|
2015 |
|
2015 |
||||
|
|
U.S. $ in thousands |
|
|||||||
|
|
Unaudited |
|
Audited |
||||||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|||
Profit for the period |
|
627 |
|
754 |
|
1,264 |
|
|||
Adjustments for: |
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
385 |
|
428 |
|
593 |
|
|||
Loss (gain) from investments in financial assets |
|
7 |
|
(1) |
|
(36) |
|
|||
Equity settled share-based payment expense |
|
14 |
|
19 |
|
18 |
|
|||
Finance expenses, net |
|
79 |
|
74 |
|
113 |
|
|||
Income tax expense |
|
136 |
|
74 |
|
110 |
|
|||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|||
Decrease in inventories |
|
534 |
|
269 |
|
90 |
|
|||
Decrease (increase) in trade receivables |
|
315 |
|
(763) |
|
(1,136) |
|
|||
Decrease (increase) in other accounts receivables and prepaid expenses |
|
126 |
|
(418) |
|
(326) |
|
|||
Increase (decrease) in trade and other accounts payables |
|
9 |
|
202 |
|
(98) |
|
|||
Increase (decrease) in employee benefits, net |
|
47 |
|
25 |
|
(54) |
|
|||
Interest paid |
|
(79) |
|
(74) |
|
(113) |
|
|||
Income tax paid |
|
(658) |
|
(77) |
|
(214) |
|
|||
|
|
|
|
|
|
|
|
|||
Net cash provided by (used in) operating activities |
|
1,542 |
|
512 |
|
211 |
|
|||
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||
The accompanying notes form an integral part of the financial statements.
INTERIM CONSOLIDATED STATEMENTS OF
CASH FLOWS
|
|
Nine months ended September 30, |
|
Year ended December 31, |
|||||
|
|
2016 |
|
2015 |
|
2015 |
|||
|
|
U.S. $ in thousands |
|||||||
|
|
Unaudited |
|
Audited |
|
||||
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|||
Sale of investments in financial assets, net |
|
2,142 |
|
1,639 |
|
1,639 |
|||
Acquisition of subsidiary, net of cash acquired |
|
- |
|
(3,042) |
|
(3,042) |
|||
Increase in restricted cash |
|
- |
|
(170) |
|
- |
|||
Purchase of property, plant and equipment |
|
(171) |
|
(195) |
|
(297) |
|||
|
|
|
|
|
|
|
|||
Net cash provided by (used in) investing activities |
|
1,971 |
|
(1,768) |
|
(1,700) |
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|||
Exercise of share options |
|
22 |
|
- |
|
- |
|||
Long term loan received from banks |
|
27 |
|
2,090 |
|
2,090 |
|||
Dividend paid to the owners of the parent |
|
(568) |
|
(351) |
|
(351) |
|||
Repayment of long-term loan from banks |
|
(582) |
|
(331) |
|
(526) |
|||
|
|
|
|
|
|
|
|||
Net cash provided by (used in) financing activities |
|
(1,101) |
|
1,408 |
|
1,213 |
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
Increase (decrease) in cash and cash equivalents during the period |
|
2,412 |
|
152 |
|
(276) |
|||
Cash and cash equivalents at the beginning of the period |
|
2,634 |
|
2,918 |
|
2,918 |
|||
Exchange differences on balances of cash and cash equivalents |
|
54 |
|
(16) |
|
(8) |
|||
|
|
|
|
|
|
|
|||
Cash and cash equivalents at the end of the period |
|
5,100 |
|
3,054 |
|
2,634 |
|||
|
|
|
|
|
|
|
|||
Appendix A - Non-cash transactions:
|
|
Nine months ended September 30, |
|
Year ended December 31, |
|
||||
|
|
2016 |
|
2015 |
|
2015 |
|
||
|
|
U.S. $ in thousands |
|
||||||
|
|
Unaudited |
|
Audited |
|||||
|
|
|
|
|
|
|
|
||
Purchase of property, plant and equipment against trade payables |
|
27 |
|
17 |
|
8 |
|
||
|
|
|
|
|
|
|
|
||
The accompanying notes form an integral part of the financial statements.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General:
Corporate information:
M.T.I Wireless Edge Ltd. (hereafter - the "Company", or collectively with its subsidiaries, the "Group") is an Israeli corporation. The Company was incorporated under the Companies Act in Israel on December 30, 1998 as a wholly-owned subsidiary of M.T.I Computers and Software Services (1982) Ltd. (hereafter - the "Parent Company") and commenced operations on July 1, 2000.
Since March 2006, the Company's shares have been traded on the AIM Stock Exchange.
The formal address of the company is 11 Hamelacha Street, Afek industrial Park, Rosh-Ha'Ayin, Israel.
The Company is engaged in the development, design, manufacture and marketing of antennas and accessories. Since September 11, 2015 via its subsidiary, Mottech Water solutions, MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola's IRRInet state of the art control, monitoring and communication technologies.
Note 2 - Significant Accounting Policies:
The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in International Accounting Standard No. 34 ("Interim Financial Reporting").
The interim consolidated financial information set out above does not constitute full year end accounts within the meaning of Israeli Companies Law. It has been prepared on the going concern basis in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS). Statutory financial information for the financial year ended December 31, 2015 was approved by the board on February 16, 2016. The report of the auditors on those financial statements was unqualified.
The interim consolidated financial statements as of September 30, 2016 have not been audited.
The interim consolidated financial information should be read in conjunction with the annual financial statements as of 31 December, 2015 and for the year then ended and with the notes thereto. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2015 are applied consistently in these interim consolidated financial statements.
Note 3 - operating SEGMENTS:
The following tables present revenue and profit information regarding the Group's operating segments for the nine months ended September 30, 2016 and 2015, respectively and for the year ended December 31, 2015.
Nine months ended September 30, 2016 (Unaudited) |
|
|
|
|
|
|
|
|
Antennas |
|
Water Solutions |
|
Total |
|
|
U.S. $ in thousands |
||||
Revenue |
|
|
|
|
|
|
External |
|
8,324 |
|
9,258 |
|
17,582 |
|
|
|
|
|
|
|
Total |
|
8,324 |
|
9,258 |
|
17,582 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income |
|
(305) |
|
1,320 |
|
1,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense, net |
|
|
|
|
|
(252) |
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
763 |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Depreciation and amortization |
|
347 |
|
38 |
|
385 |
|
|
|
|
|
|
|
Nine months ended September 30, 2015 (Unaudited) |
|
|
|
|
|
|
|
|
Antennas* |
|
Water Solutions** |
|
Total |
|
|
U.S. $ in thousands |
||||
Revenue |
|
|
|
|
|
|
External |
|
10,297 |
|
3,108 |
|
13,405 |
|
|
|
|
|
|
|
Total |
|
10,297 |
|
3,108 |
|
13,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment income |
|
648 |
|
405 |
|
1,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense, net |
|
|
|
|
|
(225) |
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
828 |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Depreciation and amortization |
|
408 |
|
20 |
|
428 |
|
|
|
|
|
|
|
(*) Reclassified.
(**) Results for four month ending on September 30, 2015.
Year ended December 31, 2015 (audited) |
|
|
||||
|
|
Antennas |
|
Water Solutions* |
|
Total |
|
|
U.S. $ in thousands |
||||
Revenue |
|
|
|
|
|
|
External |
|
13,305 |
|
6,274 |
|
19,579 |
|
|
|
|
|
|
|
Total |
|
13,305 |
|
6,274 |
|
19,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit |
|
859 |
|
903 |
|
1,762 |
|
|
|
|
|
|
|
Unallocated corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense, net |
|
|
|
|
|
(388) |
|
|
|
|
|
|
|
Profit before income tax |
|
|
|
|
|
1,374 |
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Depreciation and amortization |
|
561 |
|
32 |
|
593 |
|
|
|
|
|
|
|
(*) Results for seven month ending December 31, 2015.
Note 4-TRANSACTIONS AND BALANCES WITH RELATED PARTIES:
The following transactions occurred with the Parent Company and other related parties:
|
|
Nine months ended September 30, |
|
Year ended December 31, |
|
|||
|
|
2016 |
|
2015 |
|
2015 |
||
|
|
U.S. $ in thousands |
||||||
|
|
Unaudited |
|
Audited |
||||
Purchased Goods |
|
221 |
|
218 |
|
328 |
||
Management Fee |
|
320 |
|
314 |
|
410 |
||
Services Fee |
|
187 |
|
159 |
|
212 |
||
Lease income |
|
(54) |
|
(86) |
|
(104) |
||
Compensation of key management personnel of the Group:
|
|
Nine months ended September 30, |
|
Year ended December 31, |
|
|||
|
|
2016 |
|
2015 |
|
2015 |
||
|
|
U.S. $ in thousands |
||||||
|
|
Unaudited |
|
Audited |
||||
Short-term employee benefits *) |
|
584 |
|
560 |
|
738 |
||
|
|
|
|
|
|
|
||
*) Including Management fees for the CEO, Directors Executive Management and other related parties
All Transactions were made at market value.
Balances with related parties:
|
As at |
||||
|
30.9.2016 |
|
30.9.2015 |
|
31.12.2015 |
|
U.S. $ in thousands |
||||
|
Unaudited |
|
Audited |
||
Other receivables (Other accounts payables) |
(113) |
|
(17) |
|
50 |
|
|
|
|
|
|
Amendment to Service Agreement with controlling shareholder:
Following the receipt of recommendations of both the remuneration committee and the board of directors of the Company, an amendment to the service agreement between the Company and the controlling shareholders (via their management company) was approved at a shareholders' meeting held on May 18, 2016. According to the amendment, the agreement is in place for 3 years starting September 1, 2016, after which it will be renewed for periods of 3 years in accordance to the relevant rules and regulations. Nevertheless the agreement can be terminated by either party by providing 90 days' notice. The agreement includes remuneration (per month) of:
1. 25,000 NIS to Mr. Zvi Borovitz (raised from 20,000 NIS prior to this approval) for his service as a chairman of the board of the Company in capacity of at least 25% and
2. 65,000 NIS to Mr. Moni Borovitz (raised from 60,000 NIS prior to this approval) for his service as CFO of the Company in capacity of at least 80%.
All amounts are prior to VAT which will be added to the invoices and are linked to the increase in the consumer price index.
In addition to the above, and in accordance with the remuneration policy adopted by the Company, as required under rule 20 to the Israeli Companies Law, a bonus scheme was granted to each of the managers. The bonus scheme states that Zvi Borovitz and Moni Borovitz will be entitled (each one of them) to a bonus amounting 2.5% of the company's net profit exceeding US$400,000 per year (raised from US$250,000 prior to this approval), prior to any bonuses grant in the Company. In case of a loss in a year the bonus for the next year will be for a net profit exceeding US$400,000 above the loss made in the previous year. In addition Mr. Moni Borovitz shall be entitled to a bonus equal to two months management fee, based on the meeting of targets specified by the remuneration committee at the beginning of each year.
A ceiling to the bonuses was set at 8 months management fees for Mr. Moni Borovitz and US$100,000 for Mr. Zvi Borovitz.
The agreement also states that the Company shall reimburse the management of the Company for any expense made in performance of the manager's duty. The Company shall also provide each of the managers with a car and phones and will be responsible for all its related expenses, including all relevant taxes.
Note 5 - SIGNIFICANT EVENTS:
a. On January 12, 2016, following the approval of its shareholders, the Company adopted a change to its article of association allowing the Company the ability to pay dividends by way of scrip, meaning the board would be able to announce a dividend which could be paid in cash or through the issue of new shares in the Company (the "Scrip Dividend Policy").Under the Scrip Dividend Policy, shareholders could, in the future, be given the option to elect to receive dividends in new shares of the Company rather than in cash. The default arrangement will be for the payment of dividends in cash, and if the shareholder prefers to receive their dividends in new shares of the Company, then they would have to make an election. There would be no ability to make mixed elections and each shareholder would be able to choose either cash or new shares but not both. The decision to offer shareholders a scrip dividend alternative for future dividend payments will be at the sole discretion of the Board.
b. During the first half of 2016 several employees exercised options over 167.5 thousand shares in exchange for an approximately of US$22,000.
c. On April 1, 2016 the company paid a dividend of 1.1 US cents per share totaling approximately $568,000.
d. On May 2, 2016 shares in Mottech Water Management (Pty) Ltd. in South Africa ("Mottech SA") were allotted to its general manager. Following this allotment the Company owns 85% of Mottech SA.
e. A new option scheme for key Employees was approved at the Company's Annual General Meeting on May 18, 2016. Under the plan, options to purchase 800,000 ordinary shares were granted (with each option being over one ordinary share). This represents approximately 1.5% of the Company's current issued and voting share capital on a fully diluted basis. The vesting period of the options shall be as follows: 2 years for 50% of the options, 3 years for additional 25% of the options and 4 years for the reminder of the options. Unexercised options expire nine years after date of the grant, after which they will be void. Options are forfeited when the employee leaves the Company. There is no cash settlement of the options.
The weighted average fair value of the options as at the grant date is 6 pence (approximately 9 US cents) per option, which was estimated using a Black and Scholes option pricing model based on the following significant data and assumptions:
Share price - 19.88 pence (representing approximately 29 US cents)
Exercise price - 27 pence (representing approximately 39 US cents)
Expected volatility - 45.34%
Risk-free interest rate - 0.85%
And expected average life of options 4.375 years
The volatility measured at the standard deviation of expected share price returns is based on the historical volatility of the Company's share price. The options were granted as part of a plan that was adopted in accordance with the provision of section 102 of the Israeli Income Tax Ordinance.