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REG - MTI Wireless Edge - Q3 2022 Financial Results

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RNS Number : 9720G  MTI Wireless Edge Limited  21 November 2022

21 November 2022

MTI Wireless Edge Ltd

("MTI", the "Company" or the "Group")

Q3 2022 Financial Results

MTI Wireless Edge Ltd (AIM: MWE), the technology group focused on
comprehensive communication and radio frequency solutions across multiple
sectors, is pleased to announce its financial results for the nine-month
period ended 30 September 2022 (the "Period").

Financial highlights

·    Strong trading during the Period with revenue growth of 8% to $34.8m
(2021: $32.1m)

·    Increased EBITDA, up 14% to $4.58m (2021: $4.03m)

·    One-off acquisition and depreciation costs led to net profit of
$2.74m (2021: $2.70m)

·    Earnings per share increased to 2.99 US cents (2021: 2.95 US cents)

·    Company remains ungeared with net cash of $5.2m as at 30 September
2022

·    Final dividend anticipated to be declared in MTI's full year results
announcement

Operational highlights

·    A strong trading quarter across all business divisions, all grew and
all were profitable

·    MTI Summit had a good quarter and is enjoying another successful year

o  The division is benefitting from: i) new contract wins; ii) successful
integration of PSK; and iii) the 3 year strategic agreement signed last year
with a significant defence customer resulting in increased sales

o  PSK (51% stake acquired in January 2022) secured the Group's largest ever
contract in July 2022, expected to be worth $10m over the next 7 years,
providing services and maintenance support, to the Israeli Ministry of Defence

·    Antenna division continues to expand its presence in the 5G market

o  The division is working with 5 out of the 7 leading Original Equipment
Manufacturers and, through the new ABS antenna solution, is now working with
nearly all of the Tier 1 OEMs

o  5G in India shows substantial potential in coming years, with Q4 already
expected to benefit from sales into this market

·    Mottech continued to perform well

o  Good level of renewals with key municipality customers coupled to
successful price increases, the effect of such is to be seen starting in 2023

o  Potential for further growth in fountain management

o  Good progress in Italy and successful launch of the ICC Pro Autopilot, the
first AgroGation system

 

Moni Borovitz, Chief Executive Officer of MTI Wireless Edge, said:

"Q3 2022 represented an excellent performance compared to Q3 2021, showing
double digit growth in revenue and profits all the way to EPS. We remain very
focused on providing radio frequency solutions across our three divisions,
each targeting specific markets where there is significant need for our
services. Demand, as shown by the increase in sales, remains strong and our
markets are nearly back to normal with shipment costs reduced relatively to
the high cost during COVID-19, and microchip shortages also reducing. Overall,
the Company is in a strong position, with net cash of $5.2m and no borrowings,
to continue to grow both organically and by acquisition.

"Our antenna division is well positioned within the evolving 5G market. The
main growth from 5G is still yet to come so we are positioning ourselves with
most of the major players and demonstrating the strength of our solutions.
India, a key market, where we have a physical presence, recently completed a
5G auction. This is leading to rapidly increasing demand and the forecasts for
the number of new Eband towers is substantial.

"PSK has proven to be a strong addition to the Group. Since the Company
acquired 51% of PSK in January 2022, the company has won significant orders
primarily from within the defence sector.

"The summer just ended was one of the driest on record, accentuating the need
to address the growing problem of water scarcity. There remains substantial
unnecessary wastage of water, however, there is increasing awareness of
solutions like Mottech's, where around 35% of the volume of water previously
used can now be saved.

"Going into the final quarter of this year, the Company is well placed to
deliver a good result for the year."

 

Moni Borovitz, Chief Executive Officer, will provide a live investor
presentation relating to the financial results for the nine-month period ended
30 September 2022 via the Investor Meet Company ("IMC") platform today at
09.30 am UK time.

Investors can sign up for free via:
https://www.investormeetcompany.com/mti-wireless-edge-ltd/register-investor
(https://www.investormeetcompany.com/mti-wireless-edge-ltd/register-investor)

 

For further information please contact:

 

 MTI Wireless Edge Ltd                                         +972 3 900 8900
 Moni Borovitz, CEO                                            http://www.mtiwirelessedge.com (http://www.mtiwirelessedge.com)

 Allenby Capital Limited (Nomad and Joint Broker)              +44 20 3328 5656
 Nick Naylor/Alex Brearley/Piers Shimwell (Corporate Finance)
 Amrit Nahal/David Johnson (Sales and Corporate Broking)

 Shore Capital (Joint Broker)                                  +44 20 7408 4090

 Toby Gibbs/John More (Corporate Advisory)

 Fiona Conroy (Corporate Broking)

 Novella (Financial PR)
 Tim Robertson/Safia Colebrook                                 +44 20 3151 7008

 

 

About MTI Wireless Edge Ltd. ("MTI")

Headquartered in Israel, MTI is a technology group focused on comprehensive
communication and radio frequency solutions across multiple sectors through
three core divisions:

 

Antenna Division

MTI is a world leader in the design, development and production of high
quality, state-of-the-art, and cost-effective antenna solutions including
Smart Antennas, MIMO Antennas and Dual Polarity Antennas for wireless
applications. MTI supplies antennas for both military and commercial markets
from 100 KHz to 90 GHz.

 

Internationally recognized as a producer of commercial off-the-Shelf and
custom-developed antenna solutions in a broad frequency range, MTI addresses
both commercial and military applications.

MTI supplies directional and omnidirectional antennas for outdoor and indoor
deployments, including smart antennas for WiMAX, Broadband access, public
safety, RFID, base stations and terminals for the utility market.

 

Military applications include a wide range of broadband, tactical and
specialized communication antennas, antenna systems and DF arrays installed on
numerous airborne, ground and naval, including submarine, platforms worldwide.

 

Water Control & Management Division

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI provides
high-end remote control solutions for water and irrigation applications based
on Motorola's IRRInet state-of-the-art control, monitoring and communication
technologies.

 

As Motorola's global prime-distributor Mottech serves its customers worldwide
through its international subsidiaries and a global network of local
distributors and representatives. With over 25 years of experience in
providing customers with irrigation remote control and management, Mottech's
solutions ensure constant, reliable and accurate water usage, while reducing
operational and maintenance costs. Mottech's activities are focused in the
market segments of agriculture, water distribution, municipal and commercial
landscape as well as wastewater and storm-water reuse.

 

Distribution & Professional Consulting Services Division

Via its subsidiary, MTI Summit Electronics Ltd., MTI offers consulting,
representation and marketing services to foreign companies in the field of RF
and Microwave solutions and applications including engineering services
(including design and integration) in the field of aerostat systems and the
ongoing operation of Platform subsystems, SIGINT, RADAR, communication and
observation systems which is performed by the Company.

 

 

 

MTI WIRELESS EDGE LTD.

 (An Israeli Corporation)

 

INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

                                                                         Nine month period ended                             Year ended December 31,

                                                                          September 30,
                                                                         2022                      2021                      2021
                                                                         U.S. $ in thousands

                                                                                       (Except per share data)
                                                                         Unaudited

 Revenues                                                                34,783                    32,062                    43,184
 Cost of sales                                                           23,927                    22,108                    29,685

 Gross profit                                                            10,856                    9,954                     13,499
 Research and development expenses                                       789                       725                       965
 Distribution expenses                                                   2,855                     2,647                     3,686
 General and administrative expenses                                     3,719                     3,270                     4,448
 Loss (profit) from sale of property, plant and equipment                8                         (16)                      25

 Profit from operations                                                  3,485                     3,328                     4,425
 Finance expenses                                                        350                       252                       454
 Finance income                                                          (108)                     (30)                      (67)

 Profit before income tax                                                3,243                     3,106                     4,038
 Tax expenses                                                            505                       406                       329

 Profit                                                                  2,738                     2,700                     3,709
 Other comprehensive income (loss) net of tax:
 Items that will not be reclassified to profit or loss:
 Re-measurement of defined benefit plans                                 -                         -                         22

 Items that may be reclassified to profit or loss:
 Adjustment arising from translation of financial statements of foreign  (365)                     (106)                     (19)
 operations

 Total other comprehensive income (loss)                                 (365)                     (106)                     3

 Total comprehensive income                                              2,373                     2,594                     3,712

 Profit attributable to:
 Owners of the parent                                                    2,643                     2,612                     3,598
 Non-controlling interests                                               95                        88                        111

                                                                         2,738                     2,700                     3,709
 Total comprehensive income attributable to:
 Owners of the parent                                                    2,278                     2,506                     3,601
 Non-controlling interests                                               95                        88                        111
                                                                         2,373                     2,594                     3,712

 Earnings per share (dollars)
 Basic and Diluted (dollars per share)                                   0.0299                    0.0295                    0.0407

 Weighted average number of shares outstanding
 Basic and Diluted (dollars per share)                                   88,494,239                88,516,849                88,509,740

 

The accompanying notes form an integral part of the financial statements.

 

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY

 

For the nine-month period ended September 30, 2022 (Unaudited):

                                              Attributable to owners of the parent
                                              Share capital  Additional paid-in capital  Translation differences  Retained earnings  Total attributable to owners of the  parent   Non-controlling interest  Total equity
                                              U.S. $ in thousands

 Balance at January 1, 2022                   209            23,126                      172                      2,406              25,913                                        1,098                     27,011

 Changes during the nine-month period

     ended September 30, 2022:
 Comprehensive income
 Profit for the period                        -              -                           -                        2,643              2,643                                         95                        2,738
 Other comprehensive income
 Translation differences                      -              -                           (365)                    -                  (365)                                         -                         (365)

 Total comprehensive income for the period    -              -                           (365)                    2,643              2,278                                         95                        2,373
 Acquisition and disposal of treasury shares  -              (87)                        -                        -                  (87)                                          -                         (87)
 Dividend                                     -              -                           -                        (2,479)            (2,479)                                       -                         (2,479)

 Balance at September 30, 2022                209            23,039                      (193)                    2,570              25,625                                        1,193                     26,818

 

 

 

The accompanying notes form an integral part of the financial statements.

 

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (CONT.)

 

For the nine month period ended September 30, 2021 (Unaudited):

                                                   Attributed to owners of the parent
                                                   Share capital  Additional paid-in capital  Capital reserve   Translation differences  Retained earnings  Total attributable to owners of the  parent   Non-controlling interest  Total equity

                                                                                              for share-based

                                                                                              payment

transactions
                                                   U.S. $ in thousands

 Balance at January 1, 2021                        209            23,167                      -                 191                      999                24,566                                        987                       25,553

 Changes during the nine month period

     ended September 30, 2021:
 Comprehensive income
 Profit for the period                             -              -                           -                 -                        2,612              2,612                                         88                        2,700
 Other comprehensive loss
 Translation differences                           -              -                           -                 (106)                    -                  (106)                                         -                         (106)

 Total comprehensive income (loss) for the period  -              -                           -                 (106)                    2,612              2,506                                         88                        2,594
 Profit from acquisition of treasury shares        -              5                           -                 -                        -                  5                                             -                         5
 Dividend                                          -              -                           -                 -                        (2,213)            (2,213)                                       -                         (2,213)

 Balance at September 30, 2021                     209            23,172                      -                 85                       1,398              24,864                                        1,075                     25,939

 

 

 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT.)

 

For the year ended December 31, 2021 :

                                                         Attributable to owners of the parent
                                                         Share capital  Additional paid-in capital  Translation differences  Retained earnings  Total attributable to owners of the parent  Non-controlling interests  Total equity

                                                         U.S. $ in thousands

 Balance as at January 1, 2021                           209            23,167                      191                      999                24,566                                      987                        25,553

 Changes during 2021:
 Comprehensive income
 Profit for the year                                     -              -                           -                        3,598              3,598                                       111                        3,709
 Other comprehensive income
 Re measurements on defined benefit plans                -              -                           -                        22                 22                                          -                          22
 Translation differences                                 -              -                           (19)                     -                  (19)                                        -                          (19)

 Total comprehensive income (loss) for the year          -              -                           (19)                     3,620              3,601                                       111                        3,712
 Dividend                                                -              -                           -                        (2,213)            (2,213)                                     -                          (2,213)
 Acquisition and disposal of treasury shares             -              (41)                        -                        -                  (41)                                        -                          (41)

 Balance as at December 31, 2021                         209            23,126                      172                      2,406              25,913                                      1,098                      27,011

 

 

 

The accompanying notes form an integral part of the financial statement.

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

 

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

 

                                30.09.2022        30.09.2021        31.12.2021
                                U.S. $ in thousands
                                Unaudited
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents      5,280             9,323             12,567
 Trade and other receivables    13,798            11,168            10,628
 Unbilled revenue               2,760             2,700             2,794
 Current tax receivables        444               482               518
 Inventories                    6,745             5,985             6,849

                                29,027            29,658            33,356

 NON-CURRENT ASSETS:
 Long term prepaid expenses     40                38                26
 Property, plant and equipment  5,801             5,570             5,548
 Deferred tax assets            1,113             744               994
 Intangible assets              3,928             1,027             1,014

                                10,882            7,379             7,582

 Total assets                   39,909            37,037            40,938

 

 

 

The accompanying notes form an integral part of the financial statements.

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

 

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

                                                          30.09.2022        30.09.2021              31.12.2021
                                                          U.S. $ In thousands
                                                          Unaudited
 LIABILITIES AND EQUITY
 CURRENT LIABILITIES:
 Current maturities and short term bank credit and loans  17                20                23
 Trade payables                                           6,080             5,282             5,346
 Other accounts payable                                   3,827             4,425             6,895
 Current tax payables                                     439               82                322

                                                          10,363            9,809             12,586

 NON- CURRENT LIABILITIES:
 Contingent consideration                                 1,432             -                 -
 Lease liabilities                                        401               438               465
 Loans from banks, net of current maturities              37                17                8
 Employee benefits, net                                   858               834               868

                                                          2,728             1,289             1,341

 Total liabilities                                        13,091            11,156            13,927

 EQUITY
 Equity attributable to owners of the parent
 Share capital                                            209               209               209
 Additional paid-in capital                               23,039            23,172            23,126
 Translation differences                                  (193)             85                172
 Retained earnings                                        2,570             1,398             2,406

                                                          25,625            24,864            25,913

 Non-controlling interest                                 1,193             1,075             1,098

 Total equity                                             26,818            25,939            27,011

 Total equity and liabilities                             39,909            37,037            40,938

 

 

 November 20, 2022
 Date of approval of financial statements  Moshe Borovitz            Elhanan Zeira  Zvi Borovitz

                                           Chief Executive Officer   Controller     Non-executive Chairman of the Board

 

The accompanying notes form an integral part of the financial statements.

 

 

 

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 

                                                               Nine month period ended                   Year ended December 31,

                                                                September 30,
                                                               2022                2021            2021
                                                               U.S. $ in thousands
                                                               Unaudited
 Cash Flows from Operating Activities:
 Profit for the period                                         2,378               2,700           3,709
 Adjustments for:
 Depreciation and amortization                                 1,090               702             976
 Loss (Gain) from sale of property, plant and equipment        -                   47              (25)
 Finance (income) expenses, net                                (95)                24              53
 Tax expenses                                                  505                 406             329
 Changes in operating assets and liabilities:
 Decrease (increase) in inventories                            (35)                357             (479)
 Decrease (increase) in trade receivables                      (2,607)             (15)            604
 Decrease (increase) in other accounts receivables             (440)               (382)           (448)
 Decrease (increase) in unbilled revenues                      34                  (492)           (476)
 Increase (decrease) in trade and other accounts payables      172                 376             2,803
 Increase (decrease) in employee benefits, net                 (114)               8               64

 Cash from operations                                          1,248               3,731           7,110

 Interest received                                             -                   3               52
 Interest paid                                                 (41)                (30)            (88)
 Income tax paid                                               (848)               (511)           (481)

 Net cash provided by operating activities                     359                 3,193           6,593

 

 

 

The accompanying notes form an integral part of the financial statements.

 

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS (cont.)

 

                                                                                             Nine month period ended             Year ended December 31,

                                                                                              September 30,
                                                                                             2022                2021            2021
                                                                                             U.S. $ in thousands
                                                                                             Unaudited
 Cash Flows From Investing Activities:
 Proceeds from sale of property, plant and equipment                                         -                   77              153
 Acquisition of subsidiary, net of cash acquired                                             (1,427)             -               -
 Net cash from sale of previously consolidated subsidiaries                                  (2,785)             -               -
 Change (payment) of contingent consideration regarding business acquisition                 -                   (54)            (54)
 Purchase of property, plant and equipment                                                   (421)               (766)           (835)

 Net cash used in investing activities                                                       (4,633)             (743)           (736)

 Cash Flows From Financing Activities:
 Dividend                                                                                    (2,479)             (2,213)         (2,213)
 Payments of lease liabilities                                                               (429)               (324)           (449)
 Short-term loans and credit line received from banks                                        34                  -               -
 Treasury shares acquired                                                                    (87)                5               (41)
 Treasury shares sold                                                                        -                   -               -
 Repayment of long-term loans from banks                                                     (7)                 (111)           (117)

 Net cash used in financing activities                                                       (2,968)             (2,643)         (2,820)

 (Decrease)/Increase in cash and                                                             (7,242)             (193)           3,037

 cash equivalents during the period
 Cash and cash equivalents                                                                   12,567              9,577           9,577

  at the beginning of the period
 Exchange differences on balances of cash and  cash equivalents                              (45)                (61)            (47)

 Cash and cash equivalents                                                                   5,280               9,323           12,567

  at the end of the period

 

 

 

The accompanying notes form an integral part of the financial statements.

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

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, and
commenced operations on July 1, 2000. Since March 2006, the Company's shares
have been traded on the AIM market of the London Stock Exchange.

The formal address of the Company is 11 Hamelacha Street, Afek industrial
Park, Rosh-Ha'Ayin, Israel.

The Company and its subsidiaries are engaged in the following areas:

-     Development, design, manufacture and marketing of antennas for the
military and civilian sectors.

-     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.

-     Providing consulting, representation and marketing services to
foreign companies in the field of RF and Microwave, including engineering
services in the field of aerostat systems and system engineering services.

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, 2021 was approved by the board on March 6, 2022. The report of
the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of September 30, 2022 have
not been audited.

The interim consolidated financial information should be read in conjunction
with the annual financial statements as of December 31, 2021 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,
2021 are applied consistently in these interim consolidated financial
statements.

 

Note 3 - Acquisition of subsidiary:

On 3 January 2022 the Company, via its wholly-owned subsidiary, MTI Summit
Electronics Ltd. ("MTI Summit"), entered into a share purchase agreement,
which included both a purchase of existing shares in and the making of a new
equity investment into P.S.K. WIND Technologies Ltd. ("PSK"), after which MTI
Summit owns 51% of PSK (the "Acquisition"). The initial consideration for the
Acquisition was approximately US$1.2 million, with an earn out payment,
subject to performance, of up to approximately US$2.56 million. In addition,
MTI Summit has made a loan to PSK of US$0.8 million and is party to an option
agreement in relation to the acquisition of the remaining 49% of PSK.

The initial consideration paid by MTI, to acquire 51% of the equity in PSK,
comprised: a) the purchase of existing shares in PSK for NIS 700,000
(approximately US$225,000); and b) a subscription of NIS 3,000,000
(approximately US$ 972,000) for new shares in PSK.  In addition, there is an
earn out mechanism under which further consideration may be payable, as
described in the contingent consideration section below (the "Earn Out").
MTI Summit's loan to PSK of NIS 2,500,000 (approximately US$800,000) is a term
loan which is to be repaid on 1 January 2024. The loan is not convertible and
bears interest of 3.26% per annum.

In addition to the Acquisition, MTI Summit has an option to purchase and the
vendors of PSK have an option to sell to MTI Summit the remaining 49% of PSK
(the "Option") starting from 2027, subject to the terms described below.

Cash outflow on the Acquisition totalled to US$ 1,427,000.

 

Acquisition cost of PSK at the date of Acquisition:

                                         Fair value
                                         $'000
                                         Unaudited

 Cash paid                               1,197
 Contingent consideration liability      56
 Put option liability                    1,376

 Total acquisition cost                  2,629

 

Note 3 - Acquisition of subsidiary (cont'):

Set forth below are the assets and liabilities of PSK at the date of
Acquisition:

                                      Fair value
                                      $'000
                                      Unaudited

 Trade receivables                    671
 Other receivables                    213
 Inventories                          65
 Property, plant and equipment        256
 Intangible assets                    1,710
 Bank loans                           (230)
 Trade payables                       (522)
 Deferred tax liability               (394)
 Other liabilities                    (436)
 Employee benefits, net               (104)

 Net identifiable assets              1,229
 Goodwill arising on acquisition      1,400

 Total purchase cost                  2,629

 

The results of PSK were consolidated into the financial statements of the
Group from the beginning of the year.

The cost of the Acquisition was allocated to tangible assets, intangible
assets and liabilities which were acquired based on their fair value at the
time of the acquisition. The intangible assets recognized include order
backlog and customer relations in the total amount of US$ 111 thousands and
US$ 1,599 thousands respectively, deferred taxes in the total amount of US$
394 thousands and goodwill in the total amount US$ 1,400 thousands. The
intangible assets associated with customer relations are amortized over an
useful life of up to 15 years.

The goodwill arising on Acquisition is attributed to the expected benefits
from the synergies of the combination of the activities of the Company and
PSK. The goodwill recognized is not expected to be deductible for income tax
purposes.

All transaction costs have been recorded in General and administrative
expenses.

Contingent consideration:

As part of the purchase agreement with the owners of PSK, it was agreed that
the sellers, who retain a 49% holding in PSK would be entitled to further
consideration to be paid pursuant to an earn out mechanism dependent on PSK's
actual revenues in 2022 and 2024 versus certain agreed targets in each of
those years and is capped at a maximum of NIS 8,000,000 (approximately
US$2.56m), to be paid in cash.

 

Note 3 - Acquisition of subsidiary (cont'):

Put Option liability:

MTI Summit has an option to purchase and the vendors of PSK have an option to
sell to MTI Summit the remaining 49% of PSK (the "Option") starting from 2027.
The value of PSK under the Option is to be calculated on the basis of eight
times the average EBITDA level of PSK in 2025 and 2026, with MTI being
required to pay 49% of this value upon exercise. If the Option is to be
exercised at any time after the preparation of PSK's financial results for the
first quarter of 2027, the calculation will be based on PSK's average EBITDA
for the last eight quarters.  The Option will remain in place until
exercised.

As at the Acquisition date, the fair value of the contingent consideration was
estimated at US$ 56 thousand and the Option at US$ 1.376 million.

The significant non-observable data used in measuring the fair value of the
liability in respect of the contingent consideration and the Put Option
liability are as follows:

Discount rate: 15.5%

A significant increase (or decrease) in the estimated amount of the acquired
company's pre-tax income will result in a significant increase (decrease) in
the fair value of the liability in respect of the contingent consideration
whereas a significant increase (decrease) in the discount rate and default
risk rate will result in a decrease (an increase) in the fair value of the
liability.

 

Note 4 - REVENUES:

                              Nine month period ended               Year ended December 31,

                                  September 30,
                              2022                  2021                          2021
                              U.S. $ in thousands
                              Unaudited
 Revenues arise from:
 Sale of goods*               26,573                26,484                        35,308
 Rendering of services**      5,603                 3,900                         5,729
 Projects**                   2,607                 1,678                         2,147
                              34,783                32,062                        43,184

(*) at the point in time

(**) over time

 

Note 5 - operating SEGMENTS:

The following tables present revenue and profit information regarding the
Group's operating segments for the nine month period ended September 30, 2022
and 2021 respectively and for the year ended December 31, 2021.

Nine month period ended September 30, 2022 (Unaudited):

                       Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                       U.S. $ in thousands
 Revenues
 External              8,627     13,743           12,413                                    -                             34,783
 Internal              -         -                252                                       (252)                         -

 Total                 8,627     13,743           12,665                                    (252)                         34,783

 Segment profit        254       1,282            1,814                                     135                           3,485

 Finance expense, net                                                                                                     242
 Tax expenses                                                                                                             505

 Profit                                                                                                                   2,738

 

As of 30 September, 2022:

                          Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                          U.S. $ in thousands

 Segment assets           14,923    11,805           10,650                                    -                             37,378

 Unallocated assets                                                                                                          2,531

 Segment liabilities      3,070     4,316            4,762                                     -                             12,147

 Unallocated liabilities                                                                                                     944

 

Nine month period ended September 30, 2021 (Unaudited):

                       Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                       U.S. $ in thousands
 Revenues
 External              8,591     13,049           10,422                                    -                             32,062
 Internal              -         -                105                                       (105)                         -

 Total                 8,591     13,049           10,527                                    (105)                         32,062

 Segment profit        425       1,417            1,297                                     189                           3,328

 Finance expense, net                                                                                                     222
 Tax expenses                                                                                                             406

 Profit                                                                                                                   2,700

 

Note 5 - operating SEGMENTS (CONT.):

As of 30 September, 2021:

 

                          Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                          U.S. $ in thousands

 Segment assets           15,069    10,894           8,307                                     -                             34,270

 Unallocated assets                                                                                                          2,825

 Segment liabilities      3,169     3,926            3,130                                     -                             10,225

 Unallocated liabilities                                                                                                     931

 

Year ended December 31, 2021

                       Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                       U.S. $ in thousands
 Revenues
 External              11,294    17,606           14,284                                    -                             43,184
 Inter-segment         -         -                174                                       (174)                         -

 Total                 11,294    17,606           14,458                                    (174)                         43,184

 Segment profit        282       2,074            1,845                                     224                           4,425

 Finance expense, net                                                                                                     387
 Tax expenses                                                                                                             329

 Profit                                                                                                                   3,709

 

 

 

31 December, 2021:

                          Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                          U.S. $ in thousands

 Segment assets           14,399    11,100           11,999                                    -                             37,498

 Unallocated assets                                                                                                          3,440

 Segment liabilities      3,090     3,626            6,282                                     -                             12,998

 Unallocated liabilities                                                                                                     929

 

Note 6 - sale of previously consolidated subsidiaries:

On 22 March 2022, the Company announced that it had disposed of its Russian
operations and sold its entire holding in M.T.I Summit SPB ltd. ("SPB") for a
de minimis amount, with this sale not having any significant profit/loss
impact on the Company.

 

The effect of the sale on the financial position of the Group is as follows:

                                                $'000
                                                Unaudited

 Other receivables                              (417)
 Inventories                                    (6)
 Current tax receivables                        (10)
 Cash and cash equivalents                      (2,785)
 Other trade payables                           3,218

 Net assets and liabilities                     -

 Consideration received, satisfied in cash      -
 Cash and cash equivalents disposed of          (2,785)

 Net cash outflows                              (2,785)

 

Note 7 - SIGNIFICANT EVENTS:

A.  On 6 March 2022, the Board of directors declared a cash dividend of 2.8
US cents per share, representing approximately $2,479,000, in total. This
dividend was paid on 31 March 2022 to shareholders on the register at the
close of trading on 18 March 2022.

B.   On 24 January 2019, the Company announced a share repurchase program to
conduct market purchases of ordinary shares of par value 0.01 Israeli Shekels
each ("Ordinary Shares") in the Company up to a maximum value of £150,000
(the "Programme"). Thereafter, the board of directors of the Company and the
board of directors of MTI Engineering decided to continue with the Programme
for several further periods. On 13 April 2022, the Company announced that it
would extend the Programme until 31 March 2023, with the Programme having an
increased maximum value of up to £200,000 and with the Programme being
managed by Shore Capital Stockbrokers Limited pursuant to the terms as
announced. As at 30 September 2022, 200,000 Ordinary Shares were held in
treasury under the Programme.

C.   On 9 March 2022 at an extraordinary shareholders meeting, Mr. Luke
Ahern was elected as an external director for three year term. At the same
meeting approval for the extension of an updated Remuneration Policy for a
period of three years or for a longer period, to the extent prescribed in the
provisions of the Israeli Companies Law, was granted as well as the extension
of an updated management services agreement (the "Management Services
Agreement"), between the Company and Mokirei Aya Management (2003) Ltd. (the
"Management Company") for the provision of the services of the Chairman

 

Note 7 - SIGNIFICANT EVENTS (CONT.):

and CEO of the Company for a further three years or for a longer period, to
the extent prescribed in the provisions of the Israeli Companies Law with
effect from 1 March 2022.

D.  Business Continuity - Since March 2022 most of the Group's operations
have returned to a normal level of activity, but aspects of the Group's supply
chain are still working slower, and the Company's industry has been affected
on the operational level, along with the rest of the world economy as it faces
the risk of a global recession where the ability to predict the timing of a
recovery is uncertain. Inflation in the countries where the Group operates, as
measured by the consumer price index, is currently increasing which is driving
broad based cost increases, including increases in wages. This together with
rising components prices and shortages, may have an impact on the Group's
underlying cost base and profitability and could effect the Group's ability to
supply part of the demand for its products and services. This uncertainty
regarding the level of the global economic slowdown, its duration and its
medium to long term effects creates challenges, but the Company believes that
if there is no further deterioration in the situation, its financial strength
and business stability will allow it to navigate through this.

 

 

.

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