REG - MTI Wireless Edge - Replacement - Final Results <Origin Href="QuoteRef">MWEE.L</Origin> - Part 3
18/02/2016 10:00
- Part 3: For the preceding part double click ID:nRSQ2616Pb
Balance as of December 31, 2015 5,186 4,805 302 1,387 387 12,067
Accumulated Depreciation:
Balance as of January 1, 2015 676 3,620 230 1,211 29 5,766
Additions 132 239 20 54 62 507
Adjustment arising from acquisition of consolidated companies 6 65 10 24 45 150
Exchange differences - - 1 - - 1
Balance as of December 31, 2015 814 3,924 261 1,289 136 6,424
Net book value as of December 31, 2015 4,372 881 41 98 251 5,643
Net book value as of December 31, 2014 3,896 939 40 106 228 5,209
41
98
251
5,643
Net book value as of December 31, 2014
3,896
939
40
106
228
5,209
11. Investment Property
Composition and movement of Rental properties:
2015 2014
$'000 $'000
Cost:
Balance at January 1 and December 31 1,380 1,380
Disposals during the year:
Transfer to property, plant and equipment (552) -
Balance at December 31 828 1,380
Accumulated depreciation:
Balance at January 1 140 105
Additions during the year:
Depreciation 37 35
Disposals during the year:
Transfer to property, plant and equipment (5) -
Balance at December 31 172 140
Depreciated cost at December 31 656 1,240
1,240
On December 2011 the Company acquired from its largest shareholder, MTI Computers & Software Services (1982) Ltd. ("MTI
Computers"), the leasehold interest of its head office located at 11 Hamelacha St., Afek Industrial Park, Rosh-Ha'Ayin,
48091, Israel (the "Property").
The Company occupies approximately 75 percent of the Property; therefore it had entered into a lease agreement with MTI
Computers (which can sub lease part of the area) occupying approximately 1,100 square meters of the Property. The term of
the lease is for an initial period of 5 years, with an option to extend the lease for an additional 5 year period (the
"Option Period"). The rent for the leased area is US$ 10,000 per month throughout the initial period and will be increased
by an amount of 10 percent for the Option Period.
In addition to the monthly rental payments, the tenants will pay to the Company a monthly management payment of US$ 7,150
per month as a contribution towards certain expenses (including insurance, the use of the car park, maintenance services,
rates, water and electricity). This amount will be increased by 3 percent on a yearly basis.
Since the acquisition of Mottech and movement of its facility to the Property the Company entered into an agreement with
Mottech instead of MTI Computers for about 40% of the area used by MTI Computers and therefore the lease with MTI Computers
was reduced to $6,000 per month and $4,290 per month as a contribution towards certain expenses.
The Group estimates that the fair value does not differ from the carrying amount as at December 31, 2015.
12. Deferred Tax Assets
Deferred tax is calculated on temporary differences under the liability method using the tax rate at the year the deferred
tax assets are recovered.
The movement in the deferred tax asset is as shown below:
2015 2014
$'000 $'000
At January 1 368 226
Additional taxes as a result of acquisition of Subsidiaries (66) -
Profit charge 91 142
At December 31 393 368
Deferred tax assets have been recognized in respect of all differences giving rise to deferred tax assets because it is
probable that these assets will be recovered.
Composition:
31.12.2015 31.12.2014
$'000 $'000
Accrued severance pay 56 56
Other provisions for employee-related obligations 33 32
Research and development expenses deductible over 3 years 189 177
Depreciable intangibles (69) -
Carry forward tax losses 184 103
393 368
Deferred tax assets relating to carry forward capital losses of the Group total approximately $793 and $1,021 thousand as
of December 31, 2015 and 2014 respectively were not recognized in the financial statements because their utilization in the
foreseeable future is not probable.
13. Inventories
31.12.2015 31.12.2014
$'000 $'000
Raw materials and consumables 3,198 1,982
Work-in-progress 97 81
Finished goods and goods for resale 1,131 878
4,426 2,941
14. Trade and other receivables
31.12.2015 31.12.2014
$'000 $'000
Trade receivables 8,074 5,012
Other receivables 1,296 771
9,370 5,783
Trade receivables:
31.12.2015 31.12.2014
$'000 $'000
Trade receivables (*) 5,602 3,433
Unbilled receivables - Projects 2,307 1,395
Notes receivable 247 255
Allowance for doubtful accounts (82) (71)
8,074 5,012
(*) Trade receivables are non-interest bearing. They are generally on 60-90 day terms.
As at 31 December 2015 trade receivables of $ 595K (2014 - $97K) were past due but not impaired.
They relate to the customers with no default history. The aging analysis of these receivables is as follows:
31.12.2015 31.12.2014
$'000 $'000
Up to 3 months 477 96
3 to 6 months 43 1
6 to 12 months 75 -
595 97
Unbilled receivables:
31.12.2015 31.12.2014
$'000 $'000
Actual completion costs 2,046 1,171
Profit recognised 1,466 1,530
Billed revenue (1,205) (1,306)
Total Unbilled receivables - Projects 2,307 1,395
The balance of Unbilled receivables represents undue amounts at reporting date (no past due amounts).
Other receivables:
31.12.2015 31.12.2014
$'000 $'000
Prepaid expenses 210 101
Advances to suppliers 263 222
Employees 54 24
Tax authorities - V.A.T 230 -
Other receivables 539 424
1,296 771
15. Cash and cash equivalents
31.12.2015 31.12.2014
$'000 $'000
In other currencies
Cash on hand and in banks 648 82
In U.S. dollars
Deposits with banks 1,986 2,836
Total 2,634 2,918
The deposits are not linked and bear interest mainly up to 0.05% as of December 31, 2015 (2014 - 0.07%).
16. Loans from banks
Composition:
31.12.2015 31.12.2014
$'000 $'000
US Dollars - unlinked 1,313 1,563
NIS 1,860 52
Less - current maturities 792 270
2,381 1,345
In 2011 the Company received $2,500,000 loan for the purchase of the company building in Rosh ha'ayin, Israel, secured by a
mortgage on the said asset. The loan is for 10 years, the repayment on a quarterly basis from April 2011 until January 2021
and bears interest at a fixed rate of 4.9%.
The bank loan is secured by a fixed charge over the Group's freehold land and building /property.
On December 2013 and July 2014, the Company received NIS 150,000 and NIS 107,000 loans (respectively) for purchase of
cars.
The loans are for 4 and 3 years, respectively, with a monthly repayment starting January and July 2014, respectively and
bear interest of Prime +0.75% (1.6% as of December 31, 2015). Each of these bank loans is secured by a fixed lien on the
cars.
On June 2015 the Company received NIS 8,000,000 loan for funding the acquisition of Mottech. The loan is for 4 years, the
repayment on a quarterly basis from September 2015 until June 2019 and bears interest at a fixed rate of 3.5%.
At December 31 2015 Firstyear Second year Third year Fourth year Fifthyear Sixthyear and thereafter
$'000
Long-term loan 792 792 784 500 250 55
17. Employee benefits
A. Composition:
As at December 31
2015 2014
$'000 $'000
Present value of the obligations 983 853
Fair value of plan assets (596) (488)
387 365
B. Movement in plan assets:
As at December 31
2015 2014
$'000 $'000
Year begin 488 561
Foreign exchange loss (2) (60)
Interest income 9 13
Contributions 206 -
Benefit paid (41) (13)
Re measurements gain (loss)
Actuarial loss from financial assumptions - (1)
Return on plan assets (excluding interest) (64) (12)
Year end 596 488
488
C. Movement in the liability for benefit obligation:
As at December 31
2014 2014
$'000 $'000
Year begin 853 877
Foreign exchange gain (3) (95)
Interest cost 28 29
Current service cost 123 43
Contributions 49 -
Benefits paid (45) (17)
Re measurements loss (gain)
Actuarial loss from financial assumptions 5 31
Adjustments (experience) (27) (15)
Year end 983 853
Supplementary information
1. The Group's liabilities for severance pay retirement and pension pursuant to Israeli law and employment agreements are
recognized by full - in part by managers' insurance policies, for which the Group makes monthly payments and accrued
amounts in severance pay funds and the rest by the liabilities which are included in the financial statements.
2. The amounts funded displayed above include amounts deposited in severance pay funds with the addition of accrued
income. According to the Severance Pay Law, the aforementioned amounts may not be withdrawn or mortgaged as long as the
employer's obligations have not been fulfilled in compliance with Israeli law.
3. Principal nominal actuarial assumptions:
As at December 31,
2015 2014
Discount rate on plan liabilities 3.04% 3.11%
Expected increase in pensionable salary 2% 2%
2%
18. Other liabilities
As part of the purchase agreement with the previous owner of Mottech, it was agreed that the previous owner would be
entitled to an additional contingent consideration ("the contingent consideration"). The Group will pay the contingent
consideration to the previous owner based on calculation up to US$ 720 thousand, if the acquired Company's accumulated
revenue in 2016 - 2017 exceeds US$ 25.8 Million (100 million New Israeli Shekels) ("the revenue target").
As of the acquisition date, the fair value of the contingent consideration was estimated at US$ 92 thousand. The fair value
was determined using the Monte-Carlo method. There is no change in the fair value as at December 31, 2015.
19. Trade and other payables
For the year ended December 31,
2015 2014
$'000 $'000
Trade payables 1,772 1,724
Employees' wages and other related liabilities 772 523
Advances from trade receivables 114 231
Accrued expenses 775 183
Government authorities 54 19
Others 383 245
3,870 2,925
20. Current maturities and short term Loans
For the year ended December 31,
Interest rate 2015 2014
% $'000 $'000
Current maturities In NIS Prime+0.75 21 20
Current maturities In NIS 3.5% fixed 512 -
Current maturities In SA ZAR 10 9 -
Current maturities In US $ 4.9 250 250
Short term bank loans - -
Total Current maturities and short-term bank loans 792 270
21. Financial instruments - Risk Management
The Group is exposed through its operations to the following financial risks:
· Foreign currency risk
· Credit risk
Foreign currency risk
Foreign exchange risk arises when Group companies enter into transactions denominated in a currency other than their
functional currency. Management mitigates that risk by holding some cash and cash equivalents and deposit accounts in NIS.
The company also purchases from time to time some forwards on the NIS/$ exchange rate to hedge part of the salaries costs.
As of December 2015 no such transactions were open.
Since the purchase of Mottech the Group has an additional currency risk due to its subsidiaries activity.
Liquidity Risk
The Group have sufficient availability of cash including the short-term investment of cash surpluses and the raising of
loans to meet its obligations by cash management, subject to Group policies and guidelines.
The table below summarizes the maturity profile of the Group's financial liabilities based on contractual undiscounted
payments (including interest payments):
December 31, 2015 Less than one year 1 to 2 years 2 to 3years 3 to 4 years > 5 years Total
$'000
Loans from banks 907 883 819 534 321 3,464
Trade payables 2,029 - - - - 2,029
Payables 1,685 156 - - - 1,841
Contingent consideration - - 92 - - 92
4,621 1,039 911 534 321 7,426
534
321
7,426
December 31, 2014 Less than one year 1 to 2 years 2 to 3years 3 to 4 years > 5 years Total
$'000
Loans from banks 336 330 312 286 595 1,859
Trade payables 1,906 - - - - 1,906
Payables 774 245 - - - 1,019
3,016 575 312 286 595 4,784
286
595
4,784
Credit risks
Financial instruments which have the potential to expose the Group to credit risks are mainly deposits accounts, trade
receivables and other receivables.
The Group holds cash and cash equivalents and deposit accounts in big banking institutions in Israel and in the
Switzerland, thereby substantially reducing the risk to suffer credit loss.
With respect to trade receivables, the Group believes that there is no material credit risk which is not provided in light
of Group's policy to assess the credit risk instruments of customers before entering contracts. Moreover, the Group
evaluates trade receivables on a day to day basis and adjusts the allowance for doubtful accounts accordingly.
Fair value
The carrying amount of cash and cash equivalents, trade receivables, other accounts receivable, credit from banks and
others, trade payables and other accounts payable approximate their fair value.
Sensitivity tests relating to changes in market price of listed securities
As at December 31, 2015 the Group investments were in various different liquid securities with maturity until June 2016.
Most of the securities are 100% capital guaranteed at maturity and therefore under the assumption that the Group will not
sell at loss before maturity and only one parameter (the relevant for each fund herein "market price") is changed, by
increase or decrease of 5% in the market price the gain and the change in equity would not be more than US$ 80 thousand,
receptivity, compared to the value at 31 December 2015. The changes in the relevant risk variables were determined based on
management's estimate as to reasonable possible changes in these risk variables.
The Group has performed sensitivity tests of principal market risk factors that are liable to affect its reported operating
results or financial position. The sensitivity tests present the profit or loss and change in equity (before tax) in
respect of each financial instrument for the relevant risk variable chosen for that instrument as of each reporting date.
The test of risk factors was determined based on the materiality of the exposure of the operating results or financial
condition of each risk with reference to the functional currency and assuming that all the other variables are constant.
The sensitivity tests for listed investments with quoted market price (bid price) were performed on possible changes in
these market prices.
The Group is not exposed to cash flow risk due to interest rate since the long-term loan bares fixed interest.
The following table demonstrates the carrying amount and fair value of the groups of financial instruments that carrying
amounts does not approximate fair value:
Carrying amount Fair value
2015 2014 2015 2014
Financial liabilities: $'000
Long-term loan with interest (1) 3,173 1,615 3,202 1,641
Contingent consideration 92 - 92 -
(1) The fair value of long-term loan received with fixed interest is based the present value of cash flows using
interest rate currently available for loan with similar terms.
Financial assets measured at fair value:
December 31, 2015:
Level 1
$'000
Financial assets at fair value through profit or loss:
marketable securities 2,086
2,086
December 31, 2014:
Level 1
$'000
Financial assets at fair value through profit or loss:
marketable securities 3,728
3,728
Linkage terms of financial liabilities by groups of financial instruments pursuant to IAS 39
December 31, 2015:
NIS Unlinked Total
$'000
Financial liabilities measured at amortized cost 1,860 1,313 3,173
December 31, 2014:
NIS Unlinked Total
$'000
Financial liabilities measured at amortized cost 52 1,563 1,615
22. Subsidiaries:
The principal subsidiaries of Company, all of which have been consolidated in these consolidated financial statements, are
as follows:
Name Country of incorporation Proportion of ownership interest at 31 December Held by
2015 2014
AdvantCom Sarl Switzerland 100% 100% M.T.I Wireless Edge
Global Wave Technologies PVT Limited India 80% 80% AdvantCom Sarl
Mottech water solutions LTD Israel 100% - M.T.I Wireless Edge
Aqua water control solution LTD Israel 100% - Mottech water solutions
Mottech Water Management (pty) LTD South Africa 90% - Mottech water solutions
Mottech Water Management (pty) LTD Australia 97.5% - Mottech water solutions
Mottech USA Inc United states 100% - Aqua water control solution
100%
-
Aqua water control solution
23. Share capital
Authorized
2015 2015 2014 2014
Number NIS Number NIS
Ordinary shares of NIS 0.01 each 100,000,000 1,000,000 100,000,000 1,000,000
Issued and fully paid
2015 2015 2014 2014
Number NIS Number NIS
Ordinary shares of NIS 0.01 each at beginning of the year 51,571,990 515,720 51,571,990 515,720
Changes during the year - - - -
At end of the year 51,571,990 515,720 51,571,990 515,720
24. Share-based payment
A new Option Plan was adopted by the Company at the shareholders meeting held on July 5, 2013. Under the new Plan, all
previous plans shall are cancelled and the new plan enter into effect. The new plan includes total of 2 million options to
be converted to 2 million shares of the Company (approximately 4% of the company's outstanding shares) at a price of 9.5
pence per share (approximately 15 cents).
The vesting period of the options is as follows: 2 years for 50% of the options, 3 years for additional 25% of the options
and 4 years for the rest of the options. An approval for the replacement of plans was received from the tax authorities on
July 22, 2013, providing the Company, the employees and the trustee of the plan to submit the documentation required within
60 days from approval. As part of the grant of this plan an allocation of 280,000, 250,000 and 200,000 options was granted
to the CEO, CFO and the Chairman of the board, respectively. The weighted average fair value of the options as at the grant
date was 2 pence (approximately 3 cents) per option, and was estimated using a Black and Scholes option pricing model based
on the following significant data and assumptions:
Share price - 7 pence (representing approximately 11 cents)
Exercise price - 9.5 pence (representing approximately 15 cents)
Expected volatility - 25.90%
Risk-free interest rate - 0.8%
Expected dividends - 0%
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. 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.
The following table lists the number of share options, the weighted average exercise prices of share options and
modification in employee option plans during the current year:
2015 2015 2014 2014
weighted average exercise price Number weighted average exercise price Number
$ $
Outstanding at beginning of year 0.15 1,920,000 0.15 1,920,000
Forfeited during the year - 120,000 - -
Outstanding at the end of the year 0.15 1,800,000 0.15 1,920,000
Exercisable at the end of the year 0.15 900,000 - -
The weighted average remaining contractual life for the share options outstanding as of December 31, 2015 was 3.66 years
(2014 - 4.66 years).
The expense recognized in the financial statements for employee services received for the year ended December 31, 2015 and
2014 was US $18,000 and US $27,000 respectively.
25. Commitments and guarantees
A. Royalty commitments
The Group is committed to pay royalties to the Government of Israel on proceeds from sales of products in the research and
development of which the Government participates by way of grants. Under the terms of Group's funding from the Israeli
Government, royalties of 2%-3.5% are payable on sales of products developed from a project so funded, up to 100% of the
amount of the grant received, including amounts received by the Parent Company and its subsidiaries through July 1, 2000.
The maximum royalty amount payable by the Group at December 31, 2015 is US$ 470,000.
No provision is recognized due to the lack of expectation to sale relevant products in the foreseeable future.
During 2015 the Group did not pay any royalties.
B. Guarantees
i. The Group has guarantees in favour of customers in the amount of US$ 861,000. The guarantees are mainly to guarantee
advances received from customers and performance of contracts signed.
ii. On October 23, 2013 pursuant to an approval of the Company shareholders meeting, a guaranty agreement for three years
between the Company and the Parent Company was signed. In which the Parent Company has entered into an agreement with a
commercial bank (the "Lender") whereby the Lender has agreed to extend a loan of up to an aggregate amount of US$1,000,000
(the "Loan Amount") and the Parent Company has approached the Company to request that it provides a guarantee to the Lender
for the Loan Amount pursuant to specific terms, along with:
1. The Parent Company will pay for all of the costs and expenses incurred, and which will continue to be incurred, by the
Company in connection with the Guarantee for the duration of its term.
2. In consideration of the provision of the Guarantee by the Company, the Parent Company will pay the Company an amount
equal to 2.5 per cent. Of the Loan Amount per year of the Term. Such amount shall be paid quarterly in advance based on the
amount covered by the Guarantee at the beginning of each period.
3. The Parent Company undertakes to apply any dividend that it may receive from the Company in order to reduce the
outstanding amount of the Loan Amount prior to the use of any such dividend sum (or part thereof) for any other purpose.
In the event that the Company receives written notification from the Parent Company and/or the Lender that the loan is to
be repaid pursuant to the terms of the loan agreement (and the Lender intends to use the Guaranty Agreement), the Company
will call a meeting of its directors in order to declare on a dividend to shareholders of the Company in an amount that
will enable the Parent Company to discharge the then outstanding balance of the loan without the Lender using the
Guarantee. For the avoidance of doubt, any director appointed to the board of directors of the Company on behalf of the
Parent Company, will not be entitled to participate and vote on any such resolution. On February 10, 2016 the parent
Company notified the Company that the loan was totally returned and no further guaranty is needed.
C. Contingent liability
During 2014 an employee filed a suit against the Group in the Tel Aviv Court relating to termination of his employment for
an amount of 585,000 NIS. The Group filed a suit against the employee, in an amount of 290,000 NIS in connection with
damages arising from his performance during his employment period. The group made a provision for this suit in an amount it
believes to be sufficient.
On July 2, 2015 the Group concluded an agreement with the former employee who is discussed above. The provision recognized
in the 2014 financial statements was sufficient.
D. Charges
In order to secure the Group's liabilities, real estate properties were mortgaged and fixed charges were recorded on
property and some bank deposits.
26. Transactions with related parties:
A. 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 by a shareholders' meeting held on July 5, 2013. According to the amendment, the agreement is in place for 3 years
starting July 1, 2013, 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. 20,000 NIS to Mr. Zvi Borovitz for his service as a chairman of the board of the company in capacity of at least 25%
and
2. 60,000 NIS to Mr. Moni Borovitz 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 to 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
250,000 USD per year, prior to any bonuses grant in the Company. In case of a loss in a year (commencing from 2013 as first
year for accumulation) the bonus for the next year will be for a net profit exceeding 250,000 USD above the loss made in
the previous year. In addition Mr. Moni Borovitz shall be entitled to a bonus equal to one month 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 100,000 USD 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.
As part of the new policy the shareholders meeting also approved a change to the share option plan of the Company, subject
to the approval of the Israeli Tax Authorities. As part of the new option plan Mr. Zvi Borovitz was granted 200,000 options
and Mr. Moni Borovitz was granted 250,000 options. Further details re the new option plan are detailed in section 24
above.
On January 12, 2016, following an approval of the remuneration committee, the board of directors and shareholder's meeting
a bonus of 120,000 NIS was granted to the Company's CFO for his contribution on the acquisition made.
B. Transaction with the Parent Group:
The Parent Group and other related party provides certain services to the Group as follows:
2015 2014
$'000 $'000
Purchased Goods 328 301
Management Fee 410 387
Services Fee 212 208
Lease (104) (120)
Compensation of key management personnel of the Group:
2015 2014
$'000 $'000
Short-term employee benefits *) 738 717
*) Including Management fees for the CEO, Directors Executive Management and other related parties.
All Transactions are made on market value. As of December 31, 2015 and 2014 the Group owed to the parent group and related
party US $50,000 and US $25,000 respectively.
27. Subsequent events
A. The Board of directors has decided to declare a dividend of 1.1 cent per share being approximately $567,000.
B. 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. At the same meeting a special bonus to the Company's CFO was approved as detailed
in note 26 above.
C. The financial statements were authorized for issue by the board as a whole following their approval on February 16,
2016.
This information is provided by RNS
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