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REG - MTI Wireless Edge - Q3 2023 Financial Results

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RNS Number : 8982T  MTI Wireless Edge Limited  20 November 2023

 

20 November 2023

MTI Wireless Edge Ltd

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

Q3 2023 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 2023 (the "Period").

Financial highlights

·    Revenue for the Period of $33.7m (nine months to 30 September 2022:
$34.8m). On a constant currency basis this represents an increase of 1% over
the same period last year

·    6% improvement in profit before tax to $3.4m (nine months to 30
September 2022: $3.2m), helped by positive currency movements and margin
improvement

·    9% improvement in earnings per share to 3.25 US cents (nine months to
30 September 2022: 2.99 US cents)

·    Company remains virtually ungeared with net cash of $6.4m as at 30
September 2023 (30 September 2022: $5.2m)

·    Final dividend anticipated to be declared alongside MTI's full year
results which will be announced during the first quarter of 2024

Operational highlights

·    A stable performance with the Company remaining well placed for the
rest of the year and into 2024

·    Antenna division recorded good growth, driven by military and RFID
sales

o  Demand for military antennas globally is strong and is expected by the
Company to continue to grow

o  India remains a key market for 5G sales, with recent wins demonstrating
the technical strength of the Company's 5G backhaul solution

·    Mottech delivered a solid performance during the first nine months of
the year

o  Good contribution to the Group, helped by improved margins following
successful price increases and positive exchange rates from the international
businesses

o  Israeli market remains firm, growing in NIS terms but, given the NIS/US$
foreign exchange effects, remained flat in the year

o  Growth coming through from France and Italy

o  Pipeline for Q4 2023 looks promising to support a good end to the year and
start to 2024

·    MTI Summit affected by a slightly slower order rate, but its pipeline
is positive

o  The division has seen a slight slowdown in order rate which has impacted
sales in the period

o  PSK continues to grow and returned to profitability in the third quarter,
although the first nine months of the year still showed a minor loss, as it
suffered from delays to key projects in Q2

o  Overall, MTI Summit remains well placed to deliver a good result for the
year and is likely to benefit from increased government spend in Q4

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

"The business continues to perform well despite the tragic events on 7 October
2023 and the subsequent war. Several of our employees have been called up for
military service and a number of others that survived the terrible events have
had to leave the attacked area (where they lived) and are still not able to
live a normal life. This, together with the overall sadness and turmoil, has
had some effect in reducing the Company's labour resources. At the same time,
there is high motivation and solidarity in the country as well as in the
workplace, resembling to some extent the beginning of the COVID era where
people worked long hours and adapted their working practices. As announced in
July 2022  we are engaged, in part of our business, in a service contract
with the Israeli Government and we are currently working very long hours under
this agreement, supporting the needs of the country and compensating for the
lost hours elsewhere. As a result, overall demand for our services in Israel
is largely unchanged. Our internal infrastructure is unaffected and we
continue to import and export goods as normal. 40% of MTI's employees reside
outside of Israel where all the Company's international operations are running
and performing normally.

"The business is further supported by a strong balance sheet with $6.4m in net
cash at the end of September 2023. Q3 results were impacted adversely by
currency movements, especially the 9% decrease in NIS against the US$ from the
beginning of the year, at the revenue level but those same currency changes
had a positive impact on profitability, resulting in an overall positive
performance for the first nine months of the year.

"Q4 has begun well with good opportunities visible in all divisions of the
Group, part of which is related to the increased spending by the Israeli
Government for services from both our Antenna and MTI Summit divisions. I
believe that the Company is therefore well placed to weather the current
challenges and, in the absence of unforeseen geopolitical developments, to
continue to grow."

 

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)
 Guy McDougall/Amrit Nahal (Sales and Corporate Broking)

 Shore Capital (Joint Broker)                                  +44 20 7408 4090

 Toby Gibbs/ Rachel Goldstein (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 internationally recognised as a producer of commercial off-the-Shelf
and custom-developed antenna solutions in a broad frequency range of HF to 170
GHz for commercial, RFID and military applications. MTI continuously invests
in ground breaking technologies, explores new frequencies, and devises
innovative solutions which empower our wireless communication customers with
cutting-edge off-the-shelf and custom-made antennas.

We are at the forefront of technology and innovation, being the first to
introduce Dual Band parabolic antennas, E Band Automatic Beam Steering
antennas, E Band FCC compliant flat antennas, and more.

MTI supplies directional and omnidirectional antennas for outdoor and indoor
deployments, including smart antennas for 5G backhaul, Broadband access,
public safety, RFID, base station 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 and monitoring 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, increase crops
quality and yield while reducing operational and maintenance costs providing
fast ROI while helping sustain the environment. 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. It also specializes in
the development, manufacture and integration of communication systems and
advanced monitoring and control systems for the Government and defence
industry market.

 

 

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

 

INTERIM CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME

 

                                                                         Nine month period ended                             Year ended December 31,

                                                                          September 30,
                                                                         2023                      2022                      2022
                                                                         U.S. $ in thousands

                                                                                       (Except per share data)
                                                                         Unaudited

 Revenues                                                                33,724                    34,783                    46,270
 Cost of sales                                                           22,815                    23,927                    31,680

 Gross profit                                                            10,909                    10,856                    14,590
 Research and development expenses                                       794                       789                       1,077
 Distribution expenses                                                   2,814                     2,855                     3,924
 General and administrative expenses                                     3,757                     3,719                     4,998
 Loss (profit) from sale of property, plant and equipment                (8)                       8                         1

 Profit from operations                                                  3,552                     3,485                     4,592
 Finance expenses                                                        245                       350                       385
 Finance income                                                          (116)                     (108)                     (110)

 Profit before income tax                                                3,423                     3,243                     4,317
 Tax expenses                                                            569                       505                       468

 Profit                                                                  2,854                     2,738                     3,849
 Other comprehensive income (loss) net of tax:
 Items that will not be reclassified to profit or loss:
 Re-measurement of defined benefit plans                                 -                         -                         127

 Items that may be reclassified to profit or loss:
 Adjustment arising from translation of financial statements of foreign  (288)                     (365)                     (422)
 operations

 Total other comprehensive income (loss)                                 (288)                     (365)                     (295)

 Total comprehensive income                                              2,566                     2,373                     3,554

 Profit attributable to:
 Owners of the parent                                                    2,868                     2,643                     3,721
 Non-controlling interests                                               (14)                      95                        128

                                                                         2,854                     2,738                     3,849
 Total comprehensive income attributable to:
 Owners of the parent                                                    2,580                     2,278                     3,426
 Non-controlling interests                                               (14)                      95                        128
                                                                         2,566                     2,373                     3,554

 Earnings per share (dollars)
 Basic and Diluted (dollars per share)                                   0.0325                    0.0299                    0.0421

 Weighted average number of shares outstanding
 Basic and Diluted                                                       88,332,198                88,494,239                88,444,356

 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY

 

For the nine month period ended September 30, 2023 (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, 2023                               209            23,078                      (250)                    3,775              26,812                                        1,226                     28,038

 Changes during the nine month period

     ended September 30, 2023:
 Comprehensive income
 Profit for the period                                    -              -                           -                        2,868              2,868                                         (14)                      2,854
 Other comprehensive income
 Translation differences                                  -              -                           (288)                    -                  (288)                                         -                         (288)

 Total comprehensive income for the period                -              -                           (288)                    2,868              2,580                                         (14)                      2,566
 Acquisition and disposal of treasury shares              *              (27)                        -                        -                  (27)                                          -                         (27)
 Dividend                                                 -              -                           -                        (2,656)            (2,656)                                       -                         (2,656)
 Acquisition of a non-controlling interest in subsidiary  -              -                           -                        -                  -                                             (45)                      (45)

 Balance at September 30, 2023                            209            23,051                      (538)                    3,987              26,709                                        1,167                     27,876

 

(*) Less than US$ 1 thousand

 

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

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (CONT.)

 

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.

 

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (CONT.)

 

For the year ended December 31, 2022 :

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

 Changes during 2022:
 Comprehensive income
 Profit for the year                                     -              -                           -                        3,721              3,721                                       128                        3,849
 Other comprehensive income
 Re measurements on defined benefit plans                -              -                           -                        127                127                                         -                          127
 Translation differences                                 -              -                           (422)                    -                  (422)                                       -                          (422)

 Total comprehensive income (loss) for the year          -              -                           (422)                    3,848              3,426                                       128                        3,554
 Dividend                                                -              -                           -                        (2,479)            (2,479)                                     -                          (2,479)
 Acquisition and disposal of treasury shares             -              (48)                        -                        -                  (48)                                        -                          (48)

 Balance as at December 31, 2022                         209            23,078                      (250)                    3,775              26,812                                      1,226                      28,038

 

 

 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

 

                                30.09.2023        30.09.2022        31.12.2022
                                U.S. $ in thousands
                                Unaudited
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents      6,655             5,280             8,279
 Trade and other receivables    11,697            13,798            11,035
 Unbilled revenue               4,407             2,760             2,204
 Current tax receivables        409               444               549
 Inventories                    7,365             6,745             7,757

                                30,533            29,027            29,824

 NON-CURRENT ASSETS:
 Long term prepaid expenses     39                40                39
 Property, plant and equipment  4,987             5,801             5,573
 Deferred tax assets            1,072             1,113             1,163
 Intangible assets              3,739             3,928             3,858

                                9,837             10,882            10,633

 Total assets                   40,370            39,909            40,457

 

 

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

 

 

 

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

 

INTERIM CONSOLIDATED STATEMENTS OF

FINANCIAL POSITION

                                                          30.09.2023        30.09.2022              31.12.2022
                                                          U.S. $ In thousands
                                                          Unaudited
 LIABILITIES AND EQUITY
 CURRENT LIABILITIES:
 Current maturities and short term bank credit and loans  198               17                43
 Trade payables                                           5,684             6,080             5,739
 Other accounts payable                                   3,817             3,827             3,627
 Current tax payables                                     422               439               425

                                                          10,121            10,363            9,834

 NON- CURRENT LIABILITIES:
 Liability to purchase shares of subsidiary               1,432             1,432             1,432
 Lease liabilities                                        150               401               303
 Loans from banks, net of current maturities              52                37                98
 Employee benefits, net                                   739               858               752

                                                          2,373             2,728             2,585

 Total liabilities                                        12,494            13,091            12,419

 EQUITY
 Equity attributable to owners of the parent
 Share capital                                            209               209               209
 Additional paid-in capital                               23,051            23,039            23,078
 Translation differences                                  (538)             (193)             (250)
 Retained earnings                                        3,987             2,570             3,775

                                                          26,709            25,625            26,812

 Non-controlling interest                                 1,167             1,193             1,226

 Total equity                                             27,876            26,818            28,038

 Total equity and liabilities                             40,370            39,909            40,457

 

 

 November 19, 2023
 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,
                                                               2023                2022            2022
                                                               U.S. $ in thousands
                                                               Unaudited
 Cash Flows from Operating Activities:
 Profit for the period                                         2,854               2,378           3,849
 Adjustments for:
 Depreciation and amortization                                 956                 1,090           1,466
 Loss (Gain) from sale of property, plant and equipment        (6)                 -               (1)
 Finance (income) expenses, net                                (86)                (95)            (82)
 Tax expenses                                                  569                 505             468
 Changes in operating assets and  liabilities:
 Decrease (increase) in inventories                            258                 (35)            (951)
 Decrease (increase) in trade receivables                      (830)               (2,607)         (63)
 Decrease (increase) in other accounts receivables             (191)               (440)           (1,134)
 Decrease (increase) in unbilled revenues                      (2,129)             34              590
 Increase (decrease) in trade and other accounts payables      517                 172             572
 Increase (decrease) in employee benefits, net                 (13)                (114)           (93)

 Cash from operations                                          1,899               1,248           4,621

 Interest received                                             46                  -               -
 Interest paid                                                 (23)                (41)            (52)
 Income tax paid                                               (344)               (848)           (978)

 Net cash provided by operating activities                     1,578               359             3,591

 

 

 

 

 

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,
                                                                                       2023                2022            2022
                                                                                       U.S. $ in thousands
                                                                                       Unaudited
 Cash Flows From Investing Activities:
 Proceeds from sale of property, plant and equipment                                   39                  -               15
 Acquisition of subsidiary, net of cash acquired                                       -                   (1,427)         (1,427)
 Net cash from sale of previously consolidated subsidiaries                            -                   (2,785)         (2,785)
 Purchase of property, plant and equipment                                             (229)               (421)           (552)

 Net cash used in investing activities                                                 (190)               (4,633)         (4,749)

 Cash Flows From Financing Activities:
 Dividend                                                                              (2,656)             (2,479)         (2,479)
 Payments of lease liabilities                                                         (328)               (429)           (560)
 Treasury shares acquired                                                              (362)               (87)            (118)
 Short-term loans and credit line received from banks                                  136                 34              -
 Treasury shares sold                                                                  335                 -               70
 Acquisition of the non-controlling interest in subsidiary                             (45)                -               -
 Repayment of long-term loans from banks                                               (10)                (7)             118

 Net cash used in financing activities                                                 (2,930)             (2,968)         (2,969)

 (Decrease)/Increase in cash and cash equivalents during the period                    (1,542)             (7,242)         (4,127)
 Cash and cash equivalents at the beginning of the period                              8,279               12,567          12,567
 Exchange differences on balances of cash and cash equivalents                         (82)                (45)            (161)

 Cash and cash equivalents at the end of the period                                    6,655               5,280           8,279

 

 

 

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 (radio frequency) and Microwave,
including engineering services in the field of aerostat systems and system
engineering services.

-     Development, manufacture and integration of communication systems
and advanced monitoring and control systems for the Government and defence
industry market.

 

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). The financial information for the financial year ended
December 31, 2022 was approved by the board on March 12, 2023. The report of
the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of September 30, 2023 have
not been audited.

The interim consolidated financial information should be read in conjunction
with the annual financial statements as of December 31, 2022 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,
2022 are applied consistently in these interim consolidated financial
statements.

 

 

Note 3 - REVENUES:

                              Nine month period  ended                 Year ended December 31,

                                  September 30,
                              2023                    2022                           2022
                              U.S. $ in thousands
                              Unaudited
 Revenues arise from:
 Sale of goods*               23,630                  26,573                         34,618
 Rendering of services**      5,189                   5,603                          8,334
 Projects**                   4,905                   2,607                          3,318
                              33,724                  34,783                         46,270

(*) at the point in time

(**) over time

 

Note 4 - operating SEGMENTS:

The following tables present revenue and profit information regarding the
Group's operating segments for the nine month period ended September 30, 2023
and 2022 respectively and for the year ended December 31, 2022.

Nine month period ended September 30, 2023 (Unaudited):

                                Antennas  Water Solutions  Distribution & Consultation Services      Adjustment & Elimination      Total
                                U.S. $ in thousands
 Revenues
 External                       8,917     13,006           11,801                                    -                             33,274
 Internal                       -         -                201                                       (201)                         -

 Total                          8,917     13,006           12,002                                    (201)                         33,724

 Segment profit (loss)          560       1,457            1,230                                     305                           3,552

 Finance expense (income), net                                                                                                     129
 Tax expenses                                                                                                                      569

 Profit                                                                                                                            2,854

 

September 30, 2023 (Unaudited):

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

 Segment assets           15,136    11,263           11,532                                    -                             37,931

 Unallocated assets                                                                                                          2,439

 Segment liabilities      3,834     3,707            4,460                                     -                             12,001

 Unallocated liabilities                                                                                                     493

 

 

Note 4 - operating SEGMENTS (CONT.):

 

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

 

September 30, 2022 (Unaudited):

                          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

 

Year ended December 31, 2022

                       Antennas  Water Solutions  Distribution & Consultation      Adjustment & Elimination      Total
                       U.S. $ in thousands
 Revenues
 External              11,627    18,196           16,447                           -                             46,270
 Inter-segment         -         -                215                              (215)                         -

 Total                 11,627    18,196           16,662                           (215)                         46,270

 Segment profit        337       1,838            2,321                            96                            4,592

 Finance expense, net                                                                                            275
 Tax expenses                                                                                                    468

 Profit                                                                                                          3,849

 

 

 

Note 4 - operating SEGMENTS (CONT.):

 

December 31, 2022:

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

 Segment assets           14,848    11,834           11,272                           -                             37,954

 Unallocated assets                                                                                                 2,503

 Segment liabilities      2,627     3,881            5,098                            -                             11,606

 Unallocated liabilities                                                                                            813

 

Note 5 - SIGNIFICANT EVENTS:

A.  On March 12, 2023, the Board of directors declared a cash dividend of 3.0
US cents per share, representing approximately $2,656,000, in total. This
dividend was paid on April 6, 2023 to shareholders on the register at the
close of trading on March 24, 2023 (ex-dividend on March 23, 2023).

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 14 March, 2023, the Company
announced that it would extend the Programme until 31 March, 2024, 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 2023 and as at 19 November 2023,
200,000 and 350,000 Ordinary Shares, respectively, were held in treasury under
the Programme.

C.   On 14 March, 2023 at the Company's annual general meeting, Mr. Michael
Yehezkel Karo was elected as an independent non-executive director.

D.  On 11 July, 2023 the Company acquired minority holdings in Ginat for an
insignificant amount and now holds 100% of the company.

E.   On 19 July, 2023 the Company completed the registration of its fully
owned subsidiary, MTI Wireless Communication India Private Limited, in India
in order to support local demand in the market.

 

Note 6 - SUBSEQUENT EVENTS:

A.  On 7 October, 2023 Israel was attacked by the Hamas terror organization
leading to war. The war has led to a slowdown in the Israeli economy and if
war continues for a prolonged period then it may begin to impact the Company.
The wide usage of military reserve personnel, adverse foreign currency
exchange rates and restrictions on access to certain areas in Israel are risks
which may affect the Company from a prolonged period of war. As of the date of
this report, and to the best of the Company's knowledge, the war has not had a
significant effect on it. The Company continues to review the effects of the
war on its trading as it believes that if the war continues for a long period
of time then the overall Israeli economy will be effected, and factors
including the lack of available manpower, interest rates and foreign currency
exchange rates may have an impact on its trading.

 

B.   On 19 November, 2023 the remuneration committee and the board of
directors approved an option plan for the Company's shares ("Option Plan").

The Option Plan includes the authority to issue 2,000,000 options (2.2% of the
Company's issued share capital on fully diluted basis) with the following
terms:

1.       Each option can be exercised into one ordinary share of the
Company at a price of 40p being 25% above the share price at the date
preceding this announcement and 17% above the average share price in the last
30 days.

2.       The vesting of the options will be 50% after two years, 25%
after three years and 25% after four years with expiration after six years
from issuance.

3.       The economic value of the options based on a Black-Scholes
calculation is US$259,000 for the total 2 million options approved by the
board of directors.

 

 

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