Quarterly Report • May 29, 2017
Quarterly Report
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The Company is a "Small Corporation" as this term is defined in the Amendment to the Securities Regulations (Periodic and Immediate Reports) (Amendment), 2014 (hereinafter: "the Amendment"). On March 9, 2014 the Board of Directors of the Company adopted all the reliefs prescribed in the Amendment. For additional details see immediate report dated March 9, 2014 (reference no. 2014- 01-009177), included herein by reference.
| Chapter / Section |
Content | Page |
|---|---|---|
| Chapter A | Preface | 3 |
| 1.1 | General | 3 |
| 1.2 | Description of the Company and Its Business Environment | 3 |
| 1.3 | Main Events in the Period of the Report and up to Its Publication | 4 |
| Chapter B | Board of Directors' Report | 6 |
| 2.1 | Financial Position | 6 |
| 2.2 | Liquidity and Sources of Financing | 10 |
| 2.3 | Dedicated Disclosure to Debenture Holders |
11 |
| 2.4 | Quarterly Report on the Company's Liabilities by Maturity Dates | 17 |
| 2.5 | Projected Cash Flow | 17 |
| Chapter C | Condensed Consolidated Interim Financial Statements as of March 31, 2017 (Unaudited) |
18 |
| 3.1 | Review Report | 20 |
| 3.2 | Condensed Consolidated Interim Statements of Financial Position |
21-22 |
| 3.3 | Condensed Consolidated Interim Statements of Profit or Loss |
23 |
| 3.4 | Condensed Consolidated Interim Statements of Comprehensive Income (Loss) |
24 |
| 3.5 | Condensed Consolidated Interim Statements of Changes in Equity |
25 |
| 3.6 | Condensed Consolidated Interim Statements of Cash Flows |
26-27 |
| 3.7 | Notes to the Condensed Consolidated Interim Financial Statements |
28-31 |
| 3.8 | Financial Data from the Condensed Consolidated Interim Financial | 32 |
| Statements Attributable to the Company Itself – Special Report Pursuant to Regulation 38D (Unaudited) |
||
| Chapter D | Statements by the CEO and CFO of the Corporation | 41 |
| Company Name: | Unitronics (1989) (R"G) Ltd. (hereinafter: "the Company" or "Unitronics") |
|---|---|
| Company No.: | 520044199 |
| Address: | Unitronics Building, Arava Street, Airport City, POB 300, Israel 70100 |
| Email Address: | [email protected] |
| Telephone: | 03 977 8888 |
| Facsimile: | 03 977 8877 |
The Company operates in two main operating segments, as described below. In addition, the Company engages, through Unitronics Management, in the management and maintenance of Unitronics House.
Products segment: Design, development, production, marketing, sale and support of various models of PLCs (programmable logic controllers) which incorporate an operating panel (keyboard and display) as an integral part of the PLC, and connectivity (including Internet, intranet and cellular phone communications), as well as external expansion units for the PLCs and software for the PLCs. The PLCs are intended mainly for the management of automated systems including industrial automation, logistics systems, robotic parking facilities, for the management of production floors and additional auxiliary items.
This activity is carried out by the Company as well as via a wholly owned subsidiary, Unitronics Inc., which is incorporated in the US (hereinafter: "Unitronics Inc.").
The Company's PLCs and services are marketed and sold through the Company's own marketing system and through Unitronics Inc., as well as via a network of distributors comprising approximately 165 distributors (of which 100 in the US) in approximately sixty countries (including Israel) throughout Europe, Asia, South and Central America, North America and Africa.
Automated Solutions segment: Development, design, marketing, production, construction and maintenance of robotic parking facilities and computerized logistics systems (mainly automated warehouses and automated distribution centers), including the installation of new systems and/or upgrading and servicing of existing systems as well as maintenance services for these systems based on framework agreements or individual service calls.
This activity is carried out through the Company, through Unitronics Automated Solutions Ltd., a wholly owned subsidiary of the Company (hereinafter: "Unitronics Solutions"), and through Unitronics Systems Inc., a second-tier subsidiary incorporated in the US, wholly owned by Unitronics Solutions (hereinafter: "Unitronics Systems").
The services in this operating segment are provided mainly to customers in Israel and in the US.
Until the end of 2016 the Company reported activities in the Parking Solutions segment and in the Logistics Solutions segment as two separate business segments in its periodic reports, and as two separate operating segments in its financial statements. Given the great similarity in these activities, reflected, inter alia, in their project-based character, the nature of the products and services, the nature of the production processes and the use of shared know-how and production means, as of January 1, 2017 the Company's management examines the performance of both segments jointly and allocates joint resources to them. Therefore, the Company regards these activities as a single operating segment, and it reports them as such starting from its financial statements for the first quarter of 2017.
The Company operates primarily from office and industry buildings situated in Airport City near the David Ben Gurion Airport. For further details see section 1.13 in Chapter A of the Company's Periodic Report for 2016, published by the Company on March 28, 2017, reference no: 2017-01- 026116 (hereinafter: "the Periodic Report").
The Company's shares are traded on the Tel Aviv Stock Exchange since May 2004 and on the Belgian Stock Exchange since September 1999 (first on the EuroNM Belgium Stock Exchange, and starting from the year 2000 on the EuroNext Stock Exchange in Brussels, Belgium).
In addition, the Company is considering delisting its shares from the Euronext Stock Exchange in Brussels, Belgium (for further details see immediate report dated October 5, 2016 on an event or matter outside the ordinary course of the corporation's business, reference no. 2016-01-058692, included herein by reference).
On January 31, 2017 the Company made the third payment of six principal payments on debentures (Series 4), which were issued by the Company under a shelf prospectus published on February 22, 2011 and amended on March 17, 2011 (hereinafter: "the 2011 Shelf Prospectus") and a shelf offering report published by the Company on January 24, 2013 pursuant to the 2011 Shelf Prospectus (hereinafter: "the 2013 Offering Report"). For the full version of the 2011 Shelf Prospectus see company reports dated February 22, 2011, reference no. 2011-01-058260, and March 17, 2011, reference no. 2011-01-084435. For the full version of the 2013 Shelf Offering Report see company report dated January 24, 2013, reference no. 2013-01-021699.
On March 26, 2017, the Company through Unitronics Inc. signed an agreement (hereinafter: "the agreement") with a US customer, unrelated to the Company or to interested parties therein (hereinafter: "the customer"), for the construction of a robotic parking facility in a building located in California, USA (hereinafter: "the project").
Under the agreement the Company is expected to receive a total consideration of USD 9.3 million (NIS 34 million). For further details see immediate report dated March 27, 2017 on an event or matter outside the ordinary course of the corporation's business, reference no. 2017-01-025114, included herein by reference.
Up to and including the first quarter of 2017, the Company was engaged in the construction of a total of nine robotic parking facilities in North America, including three in New Jersey and two in California, among them, to the best of the Company's knowledge, the largest robotic parking facility on the West Coast of the US and the only one built on behalf of a municipal entity. Up to the date of this report the Company completed and delivered to its customers in North America five automated parking facilities of its make containing together about 1,400 parking spaces, and it is continuing negotiations for the construction of several new facilities in the US.
On March 28, 2017, the Board of Directors of the Company resolved, pursuant to the approval of the Compensation Committee on March 23, 2017 and in accordance with Regulation 1A(2) of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000, to adjust the fee of directors who are not officers or External Directors of the Company, so that it equals the fee of the Company's External Directors, which was adjusted for 2017 following an increase in the Company's equity, in accordance with the Companies Regulations (Rules on Remuneration and Expenses of External Directors), 2000. For further details see immediate report dated March 28, 2017 on an event or matter outside the ordinary course of the corporation's business, reference no. 2017-01- 026266, included herein by reference.
On May 24, 2017, the Audit and Compensation Committee of the Company resolved, in accordance with the provisions of Regulations 1B(5) and 1B1 of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000 (hereinafter: "the Reliefs Regulations"), to approve the purchase of a directors and officers liability insurance policy for the Company's directors and officers (hereinafter: "the Policy"), for a period of 12 months from May 18, 2017 until May 17, 2018, in accordance with the Company's Compensation Policy. The Audit and Compensation Committee also resolved to insure, in accordance with the terms of the Policy, the directors and officers of the Company who are not controlling shareholders of the Company or their relatives, as well as the directors and officers of the Company who are controlling shareholders of the Company or their relatives.
The principal terms of the Policy are as follows: insurance coverage for damage that may occur during the period of insurance, in the amount of USD 5,000,000 (five million US dollars) for any one event and in the aggregate (plus reasonable legal defense expenses in Israel and abroad); the Company's deductible for claims submitted in the US and Canada is USD 25,000 for any one event, except for securities claims, for which the deductible is USD 35,000 for any one event.
In addition, further to the Audit and Compensation Committee aforementioned approval, on May 28, 2017, the Board of Directors of the Company resolved, in accordance with the provisions of Regulation 1B(5) and 1B1 of the Reliefs Regulations: (a) to approve the purchase of the Policy for a period of 12 months from May 18, 2017 until May 17, 2018, in accordance with the Company's Compensation Policy, and (b) to insure, in accordance with the terms of the Policy, the directors and officers of the Company who are not controlling shareholders of the Company or their relatives, as well as the directors and officers of the Company who are controlling shareholders of the Company or their relatives (for further details see immediate report on a transaction with a controlling shareholder or director that does not require the approval of the general meeting, published concurrently with this report and included herein by reference).
On May 28, 2017, Dr. Eyal Horowitz ceased to serve as the Internal Auditor of the Company. On the same day, Mr. Ronen Leibovitz began serving in this position (for further details see immediate report on the senior officers of the Company, published concurrently with this report and included herein by reference).
| As of March 31 2017 2016 |
As of December 31, 2016 |
Board of Directors' explanations for changes in balance sheet balances compared to |
||||
|---|---|---|---|---|---|---|
| NIS in thousand | December 31, 2016 | |||||
| Current assets | 106,642 | 89,737 | 106,066 | The change is mainly attributable to the following items: A decrease of NIS 13,583 thousand in cash and cash equivalents and in short-term deposits, mainly due to the need to pay principal and interest on debentures (Series 4) as set out hereinafter, as against an increase of NIS 12,938 thousand in trade receivables and income receivable mainly in the Automated Solutions segment. |
||
| Non-current assets | 111,208 | 89,991 | 112,011 | There was no significant change in the balance of intangible assets in the reporting period. This is mainly explained by an investment in the R&D asset in an amount equal to its amortization in the reporting period. |
||
| Total assets | 217,850 | 179,728 | 218,077 | |||
| Current liabilities | 55,623 | 50,326 | 45,705 | The increase is mainly attributable to the following items: An increase of NIS 3,910 thousand in other accounts payable, mainly due to an increase in expenses payable in the Automated Solutions segment reflecting the rate of progress in projects; An increase of NIS 2,033 thousand in trade payables, attributable to expanded activity in all business segments of the Company; An increase of NIS 4,260 thousand in current maturities of debentures (Series 4). |
||
| Non-current liabilities | 66,296 | 74,170 | 76,328 | The decrease is mainly attributable to the following items: A decrease of NIS 10,894 thousand in debentures following the third principal payment (of six) on debentures (Series 4) in the reporting period, as well as an increase in current maturities of debentures (Series 4) as noted above. |
||
| Equity attributable to Company shareholders |
95,931 | 55,232 | 96,044 | Equity represents 44% of the Company's assets. | ||
| Total liabilities and equity |
217,850 | 179,728 | 218,077 |
The Company's working capital as of March 31, 2017 totaled NIS 51,019 thousand compared to working capital as of December 31, 2016 totaled NIS 60,361 thousand. The decrease is mainly attributable to a decrease in short-term deposits, increase in current maturities of bonds, increase in accounts payable – other, offset by increase in accounts receivable – trade.
| For the three-month period ended |
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|---|---|---|---|---|---|
| March 31 | For the year ended |
Board of Directors' explanations for changes in profit and loss items compared to the year-before period |
|||
| 2017 | 2016 | December 31, 2016 |
|||
| NIS in thousand | |||||
| Revenues | 46,915 | 35,312 | 148,988 | The increase in revenues in the reporting period compared to the same period last year is attributable to an increase in revenues in all business segments of the Company. For details of revenues by segments, see section 2.1.3 below. |
|
| Cost of revenues | 33,160 | 27,666 | 117,042 | ||
| Gross profit (gross profit margin) |
13,755 )29.3%( |
7,646 )21.6%( |
31,946 )21.4%( |
The increase in gross profit and gross profit margin in the reporting period compared to the same period last year is attributable to an |
|
| increase in each of the Company's business segment, as detailed in section 2.1.3 below. |
|||||
| Development expenses, net |
1,141 | 1,404 | 5,087 | The decrease in development expenses, net (recognized in profit and loss) is attributable to a decrease in those expenses in all business sectors of the Company. Development costs in the reporting period |
|
| reflect the continued development of technologies required to support the Company's operations. |
|||||
| Selling and marketing expenses |
6,092 | 5,476 | 24,381 | The increase in selling and marketing expenses in the reporting period compared to the same period last year is primarily attributable to higher expenditures in the Products segment aimed at boosting revenues in this segment. |
|
| Administrative and general expenses |
3,964 | 3,148 | 14,243 | The increase in administrative and general expenses in the reporting period compared to the same period last year is primarily attributable to an increase in headquarters expenses and the Company's relocation to an additional office and industry building. |
|
| Other expenses | 7 | - | 15 | ||
| Profit (loss) from ordinary activities |
2,551 | )2,382( | )11,780( | ||
| Financing expenses, net | )459( | )1,035( | )5,476( | The decrease in financing expenses in the reporting period is primarily attributable to the weakening of the dollar and the euro, which resulted in income from the revaluation of hedging transactions made by the Company as well as income from erosion in the value of the Company's loans and obligations in these currencies. |
|
| Profit (loss) before tax benefit (taxes on income) |
2,092 | )3,417( | )17,256( | ||
| Tax benefit (taxes on income) |
)987( | )203( | 246 | Tax expenses in the reporting period arise from profit for the period, in respect of which the Company created a provision for current taxes taking into account the tax benefits to which it is entitled, as well as from changes in deferred tax balances. |
|
| Profit (loss) for the period | 1,105 | )3,620( | )17,010( |
As mentioned above, as of January 1, 2017, the Company's main commercial operations are carried out in two business segments: the Products segment and the Automated Solutions segment. For further details regarding the Company's operating segments, see Chapter A, sections 1.8, 1.9, 1.10 and 1.11 of the Periodic Report. The information in respect of previous periods presented below for the Automated Solutions segment combines the information that was presented in the past separately for the Parking Solutions activity and the Logistics Solutions activity.
| Operating segment | For the three-month period ended March 31 2017 2016 |
For the year ended December 31, 2016 |
Board of Directors' explanations for changes compared to the year-before period |
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|---|---|---|---|---|---|---|
| NIS in thousand | ||||||
| Products | 31,029 | 27,550 | 113,509 | In spite of the weakening of the dollara and the euro during the reporting period, the Company was able to record an increase in revenues in this business segment, which is export-oriented, due to the introduction of new products and expansion of marketing activities. |
||
| Percentage of total company revenues |
66% | 78% | 76% | |||
| Automated Solutions | 15,789 | 7,670 | 35,052 | This business segment is project-based and characterized by fluctuations stemming from the number of projects in execution and the rate of progress in those projects. |
||
| The increase in revenues from this segment in the reporting period is attributable to an increase in the total value of projects in execution in the reporting period compared to the same quarter last year. |
||||||
| Percentage of total company revenues |
34% | 22% | 24% |
| Operating segment | For the three-month period ended March 31 |
For the year ended December 31, |
Board of Directors' explanations for changes | ||
|---|---|---|---|---|---|
| 2017 | 2016 | 2016 | compared to the year-before period | ||
| NIS in thousand | |||||
| Products | 7,177 | 6,570 | 24,098 | The improvement in results of this segment in the reporting period compared to the same period last year is mainly attributable to an increase in revenues as well as continuing efficiency measures and a decrease in production costs. |
|
| Automated Solutions |
)1,784( | )6,619( | )25,027( | The improvement in results of this segment is mainly attributable to an increase in revenues and a decrease in production costs. |
The balance of cash and cash equivalents, short- and long-term deposits and marketable securities of the Company as of March 31, 2017, totaled NIS 57,353 thousand compared to NIS 70,904 thousand as of December 31, 2016. Below are explanations for the changes in cash flows:
| For the three-month period ended March 31 |
For the year ended December 31, |
Board of Directors' explanations | ||
|---|---|---|---|---|
| 2017 | 2016 NIS in thousand |
2016 | ||
| Cash flows - operating activities |
)2,544( | )983( | )694( | The negative cash flow from operating activities in the reporting period is primarily attributable to an increase in trade receivables and income receivable resulting from revenue growth in all the operating segments. The negative cash flow in 2016 was primarily attributable to the loss for the year excluding |
| depreciation and amortization. | ||||
| Cash flows - investing activities |
6,832 | 7,572 | )50,701( | Cash flows provided by investing activities in the reporting period are mainly attributable to the realization of short-term deposits net of investments in development assets. The negative cash flow from investing activities in 2016 was mainly attributable to the investment of the proceeds from the allocation of shares to the FIMI Fund in short- and long-term deposits, as well as |
| investments in development assets and in fixed assets. As against this, cash was provided by the sale of marketable securities. |
||||
| Cash flows - financing activities |
)6,940( | )6,971( | 46,513 | Cash from financing activities in the reporting period was mainly used to pay the third of six principal payments on debentures (Series 4), as detailed in section 1.3.1 above. |
| Cash from financing activities in 2016 was provided by the allocation of shares to the FIMI Fund, net of payments on debentures (Series 4 and 5) and repayment of bank loans. |
As of March 31, 2017, total credit lines available to the Company for its operating activities amounted to NIS 12.3 million. As of March 31, 2017, a total of NIS 11.4 million of this amount was used mainly to secure the Company's obligations in projects carried out in the Automated Solutions sector.
| (1) | Security | Debentures (Series 4) |
|---|---|---|
| A | Issue date | January 2013 |
| B | Total par value on issue date | 53,125,000 |
| C | Par value as of the reporting date | 33,203,125 |
| D | Par value according to linkage | 33,269,530 |
| terms – as of the report date |
||
| E | Accrued interest as of the report | 293,000 |
| date | ||
| F | Liability value as of the report date | 32,845,000 |
| G | Stock Exchange value | 35,527,000 |
| H | Type of interest, including | 5.4% fixed annual interest |
| description | ||
| I | Payment dates of outstanding | Three unequal annual installments payable on January 31 of |
| principal | each year from 2018 to 2020 (inclusive), at the following rates |
|
| (from the original principal) by years in chronological order: |
||
| (a) 20.5% of the principal (b) 21% of the principal, (c) 21% of | ||
| the principal. | ||
| J | Future interest payment dates | Every January 31 and July 31 from July 31, 2017 up to (and |
| including) January 31, 2020 | ||
| K | Details of linkage basis of interest | Principal and interest linked to the Consumer Price Index. |
| and principal | Base index – December 2012 CPI, without hedging |
|
| L | Are the debentures convertible? | Not convertible |
| M | Corporation's right to perform | Exists (for details regarding the conditions for exercising the |
| early redemption |
Company's right to early redemption, see section 12 of the | |
| Shelf Offering Report dated January 24, 2013, reference no. | ||
| 2013-01-021699) | ||
| N | Has a guarantee been given for payment of the liability in the trust |
No |
| deed? | ||
| O | Is the liability material to the | Yes |
| Company? | ||
| (2) | The trustee, the person in charge |
Mishmeret Trust Company Ltd. |
| of the debenture series at the trust | 48 Menachem Begin Road, Tel Aviv 66184, Israel | |
| company; the trustee's contact | Phone: 03-6374352, Fax: 03-6374344 | |
| details | Email: [email protected] |
(5 +6) As of and during the reporting period, the Company, to the best of its knowledge, complied with all the terms and obligations in the trust deed for debentures (Series 4), the Company was not in breach of any obligation or condition set forth in the trust deed, and there were no grounds for calling for the immediate repayment of the debentures.
(8) On February 12, 2013, a lien on the deposit funds in a bank account in the amount of the semi-annual interest on the debentures was created at the Registrar of Companies, to secure the payment of interest on debentures (Series 4). As long as the Company has an outstanding balance of debentures (Series 4), the Company and any of its subsidiaries (on the date of the signing of the trust deed and any other subsidiary that may be established or acquired until the date of full repayment of debentures (Series 4)) shall not create a general lien on its assets to any third party without the prior consent of a simple majority of the debenture holders. It is emphasized that the Company and/or any of its subsidiaries shall be entitled to grant a specific lien of any ranking over all or any of their property, including cash and cash equivalents, to financing entities that provide it with financing for the purchase of property or equipment, including a floating lien over specific asset/s, including for the purchase of building construction services, including the replacement of financing entities that hold specific liens on the date of the Offering Report with other entities, without having to obtain the consent of the holders of debentures (Series 4) for this.
Pursuant to the terms of issue of debentures (Series 4), the Company has made the following undertakings:
additional 0.5% per annum above the previous interest rate, from the date of the additional breach until the end of the breach period. If said breach is discovered on two consecutive review dates, such that this ratio is 12 or more, then such breach shall constitute grounds for declaring the outstanding balance of debentures (Series 4) immediately due and payable. For further details regarding the aforesaid restriction, see section 11.3 of the 2013 Offering Report.
The Company shall be entitled (but not obligated), in its sole discretion, to make an early redemption, in whole or in part, of debentures (Series 4), upon such terms and subject to such restrictions as set forth in the Amended Shelf Prospectus and in the 2013 Offering Report.
Upon the occurrence of certain events, and under certain conditions, the trustee of debentures (Series 4) may declare the debentures immediately due and payable. Among these events, the following may be enumerated, in brief: a material deterioration in the Company's business and a real concern that the Company may not be able to repay the debentures on time; the imposition of an attachment on the Company's assets, the performance of an execution action against the Company's assets, or the appointment of a temporary or permanent receiver to the Company's assets, which were not removed and/or cancelled within 45 days; the sale of a substantial part of the Company's assets; if Mr. Haim Shani ceases to be the controlling shareholder of the Company, directly or indirectly, without obtaining the consent of the holders of debentures (Series 4) to the transfer of control; a fundamental breach of the terms and the trust deed of debentures (Series 4), which was not remedied within 14 days of the date on which the trustee notified the Company of the said breach; a breach of any of the financial covenants set forth in section 11 of the 2013 Offering Report, where it is explicitly stated that the breach thereof constitutes grounds for immediate repayment. For details regarding the list of the grounds available to the trustee for declaring debentures (Series 4) due and payable, see section 18.1 of the 2013 Offering Report.
| (1) | Security | Debentures (Series 5) |
|---|---|---|
| A | Issue date | September 2014 |
| B | Total par value on issue date | 40,000,000 |
| C | Par value as of the reporting date | 32,000,000 |
| D | Par value according to linkage terms – as |
32,000,000 |
| of the report date | ||
| E | Accrued interest as of the report date | 156,000 |
| F | Liability value as of the report date | 31,163,000 |
| G | Stock Exchange value | 36,182,000 |
| H | Type of interest, including description | 5.8% fixed annual interest |
| I | Payment dates of outstanding principal |
Seven unequal annual installments payable on |
| August 31 of each year from 2017 to 2023 |
||
| (inclusive), at the following rates (from the original | ||
| principal) by years in chronological order: (a) 5% of |
||
| the principal, (b) 5% of the principal, (c) 5% of the |
||
| principal (d) 20% of the principal, (e) 20% of the |
||
| principal, (f) 20% of the principal, (g) 20% of the | ||
| principal. | ||
| J | Future interest payment dates | Every February 28 and August 31 from August 31, |
| 2017 up to (and including) August 31, 2023 |
||
| K | Details of linkage basis of interest and | Unlinked |
| principal | ||
| L | Are the debentures convertible? | Not convertible |
| M | Corporation's right to perform early | Exists (for details regarding the conditions for |
| redemption | exercising the Company's right to early redemption, | |
| see section 8.4 of the Shelf Offering Report dated | ||
| September 10, 2014, reference no. 2014-01-155406) | ||
| N | Has a guarantee been given for payment | No |
| of the liability in the trust deed? | ||
| O | Is the liability material to the Company? | Yes |
| (2) | The trustee, the person in charge of the |
Hermetic Trust (1975) Ltd. |
| debenture series at the trust company; | 113 Hayarkon Street, Tel Aviv, Israel | |
| the trustee's contact details | Phone: 03-5274867, Fax: 03-5271736 | |
| Email: [email protected] |
(5 +6) As of and during the reporting period, the Company, to the best of its knowledge, complied with all the terms and obligations in the trust deed for debentures (Series 5), the Company was not in breach of any obligation or condition set forth in the trust deed, and there were no grounds for calling for the immediate repayment of the debentures.
Pursuant to the terms of issue of debentures (Series 5), the Company has made the following undertakings:
Restriction on shareholders' equity the Company's shareholders' equity according to its audited or reviewed (as the case may be) solo financial statements as of June 30 and December 31, shall not be less than NIS 25 million. If the Company is in breach of this undertaking, at any review date, the interest rate payable by the Company to the holders of debentures (Series 5) on the first payment date following the publication of the last financial statements which indicate the breach, shall be increased by 0.5% only per annum above the interest rate determined in the tender, during the period of the breach. Should the Company breach this undertaking on a date subsequent to the previous review date, the interest rate which is to be paid by the Company to the holders of debentures (Series 5) shall be increased by an additional 0.5% per annum above the previous interest rate, from the date of the additional breach until the end of the breach period. If said breach is discovered on two consecutive review dates, such that the shareholders' equity falls below NIS 20 million, then such breach shall constitute grounds for declaring the outstanding balance of debentures (Series 5) immediately due and payable. For further details regarding the aforesaid restriction, see section 3 in Appendix 5 to the 2014 Offering Report.
Net financial debt to EBITDA ratio the Company undertook that as of the date of the listing of debentures (Series 5) and as long as debentures (Series 5) are outstanding, the ratio between the Company's net financial debt and its EBITDA according to the Company's audited or reviewed (as the case may be) consolidated financial statements for the 12-month period prior to the review date, shall not exceed 10. The review of the Company's compliance with the net financial debt to EBITDA ratio shall be conducted twice in each calendar year on the date of publication of the financial statements as of June 30 and December 31 of each year. If the Company is in breach of this undertaking, at any review date, the interest rate payable by the Company to the holders of debentures (Series 5) on the first payment date following the date of the breach shall be increased by 0.5% only per annum above the interest rate determined in the tender, during the period of the breach. Should the Company breach this undertaking on a date subsequent to the previous review date, the interest rate which is to be paid by the Company to the holders of debentures (Series 5) shall be increased by an additional 0.5% per annum above the previous interest rate, from the date of the additional breach until the end of the breach period. If said breach is discovered on two consecutive review dates, such that this ratio is 12 or more, then this breach shall constitute grounds for declaring the outstanding balance of debentures (Series 5) due and payable. For further details regarding the aforesaid restriction, see section 4 in Appendix 5 to the 2014 Offering Report.
The Company shall be entitled (but not obligated), in its sole discretion, to make an early redemption, in whole or in part, of Debentures (Series 5), upon such terms and subject to such restrictions as set forth in the 2014 Shelf Prospectus and in the 2014 Offering Report.
Upon the occurrence of certain events, and under certain conditions, the trustee of debentures (Series 5) may declare the debentures immediately due and payable. Among these events, the following may be enumerated, in brief: there has been a material deterioration in the Company's business compared to the situation on the date of the offering and there is a real concern that the Company may not be able to repay the debentures on time; the debentures were not repaid on time or another material undertaking provided to the holders was not met; the Company failed to publish a financial statement that it is required to published by law, within 30 days from the last date required by law; the debentures were delisted from the stock exchange; there is a real concern that the Company may not meet its material obligations to the holders; the Company ceased or announced its intention to cease payments; the Company is in breach of any of the financial covenants set forth in Appendix 5 to the trust deed of debentures (Series 5), where it is explicitly stated that the breach thereof constitutes grounds for immediate repayment. For details regarding the list of grounds available to the trustee for declaring debentures (Series 5) due and payable, see section 8 of the 2014 Offering Report.
For details regarding the Company's liabilities by repayment dates as of March 31, 2017, see immediate report (T-126) dated May 28, 2017 published by the Company concurrently with the publication of this report and included herein by reference.
The Board of Directors of the Company determined, following an examination of the warning signs specified in Regulation 10(b)(14) of the Securities Regulations (Periodic and Immediate Reports), 1970 regarding disclosure of the projected cash flows for repayment of the Company's obligations, that no warning sign exists, and that the Company has no liquidity problems and is able to meet its obligations, including the full payment of its obligations in respect of debentures (Series 4 and 5). An examination as stated is performed by the Board of Directors on a quarterly basis, concurrently with the approval of the quarterly financial statements published by the Company.
Amit Ben Zvi Haim Shani Chairman of the Board of Directors Director and CEO
________________________ _______________________
Date: May 28, 2017
(Unaudited)
(Unaudited)
| 20 | Review Report |
|---|---|
| 21-22 | Condensed consolidated interim statement of financial position |
| 23 | Condensed consolidated interim statement of Profit or Loss |
| 24 | Condensed consolidated interim statement of comprehensive loss |
| 25 | Condensed consolidated interim statement of changes in equity |
| 26-27 | Condensed consolidated interim statement of cash flows |
| 28-33 | Notes to the financial statements Consolidated |
We reviewed the attached financial information of Unitronics (1989) (R"G) Ltd. and its subsidiaries (hereinafter – "the Group") which include the condensed consolidated interim statement of financial position as of March 31, 2017 and the condensed consolidated interim statements of profit or loss, comprehensive loss, changes in equity and cash flows for the three-month period then ended. The Board of Directors and management are responsible for the preparation and presentation of the financial information for this interim period in accordance with IAS 34 "Financial reporting for interim periods", and they are responsible for the preparation of the financial information for this interim period and in accordance with Chapter D of the Israeli Securities Regulations (Periodic and Immediate Report) – 1970. Our responsibility is to express a conclusion on the financial information for the interim period, based on our review.
The condensed consolidated interim statement of financial position of the Group as of March 31, 2016 and the condensed consolidated interim statement of profit or loss, comprehensive loss, changes in equity and cash flows for the three-month then ended were reviewed by Amit, Halfon Certified Public Accountants (Israel) whose review report dated May 29, 2016 was unqualified.
We prepared our review in accordance with Review Standard No.1 of the Institute of Certified Public Accountants in Israel "Review of interim financial information performed by the independent auditor of the entity". The review of the financial information for interim periods comprises clarifications, mainly with the people responsible for financial and accounting matters, and from adopting analytical and other review procedures. A review is more limited in scope to a much larger extent than an audit performed in accordance with generally accepted auditing standards in Israel, and therefore does not enable us to be certain that we will know of all the significant matters which could have been identified in an audit. Consequently, we are not issuing an audit opinion.
Based on our review, nothing came to our attention that causes us to believe that the above financial information has not been prepared, in all significant aspects, in accordance with IAS 34.
In addition to the remarks in the previous paragraph, based on our review, nothing came to our attention which cause us to believe that the above financial information does not meet, in all significant aspects, the provisions of Disclosure under Chapter D of the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970.
Amit, Halfon Certified Public Accountants (Israel)
Ziv Haft Certified Public Accountants (Isr.) BDO Member Firm
May 28, 2017
| March 31, 2017 |
March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
||
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |||
| (in thousands) | |||||
| Convenience translation |
|||||
| into Euro (1) | NIS | ||||
| Current assets | |||||
| Cash and cash equivalents | 5,714 | 22,184 | 30,473 | 25,757 | |
| Restricted cash | 483 | 1,874 | 2,099 | 2,121 | |
| Marketable securities | - | - | 1,615 | - | |
| Short-term deposits in banks Accounts receivable - |
3,879 | 15,060 | - | 25,070 | |
| Trade | 9,330 | 36,220 | 23,644 | 23,237 | |
| Other | 884 | 3,431 | 3,988 | 3,525 | |
| Other financial assets | 330 | 1,281 | 441 | 415 | |
| Inventory | 6,593 | 25,595 | 23,222 | 25,341 | |
| Inventory - work in progress | 256 | 997 | 4,255 | 600 | |
| 27,469 | 106,642 | 89,737 | 106,066 | ||
| Non-current assets | |||||
| Long-term deposits in banks | 5,180 | 20,109 | - | 20,077 | |
| Long-term deposits - Other | 88 | 343 | 354 | 361 | |
| Property and equipment, net | 5,859 | 22,745 | 21,127 | 22,962 | |
| Intangible assets, net | 17,519 | 68,011 | 68,510 | 68,611 | |
| 28,646 | 111,208 | 89,991 | 112,011 | ||
| 56,115 | 217,850 | 179,728 | 218,077 | ||
Chairman of the Board of Directors
Amit Ben Zvi Haim Shani Gavriel Badusa
Director and C.E.O. Chief Financial Officer
Approved: May 28, 2017
(1) See note 1B.
| March 31, 2017 |
March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | |||
| Convenience translation into Euro (1) |
(in thousands) | NIS | ||
| Current liabilities | ||||
| Current maturities of long-term loans | 229 | 889 | 1,164 | 1,129 |
| Current maturities of bonds Accounts payable - |
3,230 | 12,538 | 10,205 | 8,278 |
| Trade | 5,592 | 21,711 | 22,220 | 19,678 |
| Other | 5,277 | 20,485 | 16,737 | 16,575 |
| Other financial liabilities | - | - | - | 45 |
| 14,328 | 55,623 | 50,326 | 45,705 | |
| Non - current liabilities | ||||
| Loans from banks | 605 | 2,347 | 3,552 | 2,527 |
| Bonds | 13,258 | 51,470 | 63,875 | 62,364 |
| Liabilities for benefits to employees, net | 603 | 2,340 | 2,218 | 2,352 |
| Liability for share purchase option | 1,379 | 5,355 | - | 4,897 |
| Deferred taxes | 1,232 | 4,784 | 4,525 | 4,188 |
| 17,077 | 66,296 | 74,170 | 76,328 | |
| Equity | ||||
| Share capital | 110 | 427 | 352 | 427 |
| Share premium | 26,921 | 104,513 | 50,588 | 104,513 |
| Capital reserve from translation of foreign operations |
(260) | )1,009( | 68 | 209 |
| Company shares held by the company | (1,814) | )7,042( | (7,042) | (7,042) |
| Reserve deriving from a transaction | ||||
| with a controlling party | 27 | 104 | 104 | 104 |
| Retained earnings (loss) | (274) | )1,062( | 11,162 | (2,167) |
| 24,710 | 95,931 | 55,232 | 96,044 | |
| 56,115 | 217,850 | 179,728 | 218,077 |
(1) See note 1B.
| For the three months period ended March 31, 2017 |
For the three months period ended March 31, 2017 |
For the year ended December 31, 2016 |
|||
|---|---|---|---|---|---|
| 2016 | |||||
| (unaudited) | (unaudited) | (audited) | |||
| Convenience translation into Euro (1) |
(in thousands) | NIS | |||
| Revenues | 12,085 | 46,915 | 35,312 | 148,988 | |
| Cost of revenues | 8,542 | 33,160 | 27,666 | 117,042 | |
| Gross profit | 3,543 | 13,755 | 7,646 | 31,946 | |
| Development expenses, net | 294 | 1,141 | 1,404 | 5,087 | |
| Selling & marketing expenses | 1,569 | 6,092 | 5,476 | 24,381 | |
| General & administrative expenses | 1,021 | 3,964 | 3,148 | 14,243 | |
| Other expenses | 2 | 7 | - | 15 | |
| Operating profit (loss) | 657 | 2,551 | (2,382) | (11,780) | |
| Financing income | 454 | 1,762 | 177 | 943 | |
| Financing expenses | 572 | 2,221 | 1,212 | 6,419 | |
| Profit (loss) before tax benefit (taxes on income) |
539 | 2,092 | (3,417) | (17,256) | |
| Tax benefit (taxes on income) | )254( | )987( | (203) | 246 | |
| Profit (loss) for the period | 285 | 1,105 | (3,620) | (17,010) | |
| Profit (loss) per 1 ordinary share NIS 0.02 par value (NIS): |
|||||
| Basic and diluted profit (loss) per 1 ordinary share |
0.021 | 0.080 | (0.362) | (1.379) |
(1) See note 1B.
| For the three months period ended March 31, |
For the three months period ended March 31, |
||||
|---|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2016 | ||
| (unaudited) | (unaudited) | (audited) | |||
| Convenience translation into Euro (1) |
(in thousands) | NIS | |||
| Profit (loss) for the period | 285 | 1,105 | (3,620) | (17,010) | |
| Other comprehensive income (loss) (after tax) |
|||||
| Items that may not be classified afterwards to profit or loss: |
|||||
| Re-measurement gain from defined benefit plans |
- | - | - | 61 | |
| Items that may be reclassified to profit or loss in the future if certain conditions are met: |
|||||
| Adjustments arising from translating financial statements of foreign operations |
(314) | )1,218( | (520) | (379) | |
| Other comprehensive loss for the period | (314) | )1,218( | (520) | (318) | |
| Total comprehensive loss for the period | (29) | )113( | (4,140) | (17,328) |
(1) See note 1B.
| Share capital |
Share premium |
Capital reserve from translation of foreign operation |
Company shares held by the company |
Reserve deriving from a transaction with a controlling party |
Retained earnings (loss) |
Total | |
|---|---|---|---|---|---|---|---|
| NIS, in thousands | |||||||
| Balance at January 1, 2016 (audited) | 352 | 50,588 | 588 | (7,042) | 104 | 14,782 | 59,372 |
| Loss for the year Other comprehensive income (loss) for |
- | - | - | - | - | (17,010) | (17,010) |
| the year | - | - | (379) | - | - | 61 | (318) |
| Total comprehensive loss for the year | - | - | (379) | - | - | (16,949) | (17,328) |
| Private placement of shares | 75 | 53,925 | - | - | - | - | 54,000 |
| Balance at December 31, 2016 (audited) | 427 | 104,513 | 209 | (7,042) | 104 | (2,167) | 96,044 |
| Profit for the period Other comprehensive loss for the period |
- - |
- - |
- )1,218( |
- - |
- - |
1,105 - |
1,105 )1,218( |
| Total comprehensive income (loss) for the period |
- | - | )1,218( | - | - | 1,105 | )113( |
| Balance at March 31, 2017 (unaudited) | 427 | 104,513 | )1,009( | )7,042( | 104 | )1,062( | 95,931 |
| Balance at January 1, 2016 (audited) | 352 | 50,588 | 588 | (7,042) | 104 | 14,782 | 59,372 |
| Loss for the period Other comprehensive loss for the period |
- - |
- - |
- (520) |
- - |
- - |
(3,620) - |
(3,620) (520) |
| Total comprehensive loss for the period | - | - | (520) | - | - | (3,620) | (4,140) |
| Balance at March 31, 2016 (unaudited) | 352 | 50,588 | 68 | (7,042) | 104 | 11,162 | 55,232 |
| Convenience translation into Euro (1), in thousands (unaudited) | |||||||
| Balance at December 31, 2016 | 110 | 26,921 | 54 | (1,814) | 27 | (559) | 24,739 |
| Net profit for the period Other comprehensive loss for the period |
- - |
- - |
- (314) |
- - |
- - |
285 - |
285 (314) |
| Total comprehensive income (loss) for the period |
- | - | (314) | - | - | 285 | (29) |
| Balance at March 31, 2017 | 110 | 26,921 | (260) | (1,814) | 27 | (274) | 24,710 |
(1) See note 1B.
| For the three months period ended March 31, 2017 |
For the three months period ended March 31, 2017 |
For the year ended December 31, 2016 |
|||
|---|---|---|---|---|---|
| 2016 | (audited) | ||||
| (unaudited) | (unaudited) | ||||
| Convenience translation into Euro (1) |
(in thousands) | NIS | |||
| Cash flows - operating activities | |||||
| Profit (loss) for the period Adjustments necessary to show the cash flows - |
285 | 1,105 | (3,620) | (17,010) | |
| operating activities (Appendix A) | (940) | )3,649( | 2,637 | 16,316 | |
| Cash flows used in operating activities | (655) | )2,544( | (983) | (694) | |
| Cash flows - investing activities Sale of marketable securities, net Purchase of property and equipment Sale of property and equipment Investment in long-term deposits in banks |
- (86) - - |
- )333( - - |
12,776 (1,018) - - |
14,392 (4,832) 64 (20,000) |
|
| Repayment (Investment) in short-term deposits in banks Repayment of restricted cash Repayment (investment) in long-term deposits Investment in intangible assets Cash flows provided by (used in) investing |
2,576 49 2 (781) |
10,000 190 7 )3,032( |
- 185 (16) (4,355) |
(25,000) 185 21 (15,531) |
|
| activities | 1,760 | 6,832 | 7,572 | (50,701) | |
| Cash flows - financing activities Repayment of long-term loans Repayment of bonds Private placement of shares and share purchase |
(71) (1,717) |
)274( )6,666( |
(291) (6,680) |
(1,160) (10,680) |
|
| option Cash flows provided by (used in) financing |
- | - | - | 58,353 | |
| activities | (1,788) | )6,940( | (6,971) | 46,513 | |
| Translation differences in respect of foreign operation cash balances |
(237) | )921( | (42) | (258) | |
| Change in cash and cash equivalents in the period |
(920) | )3,573( | (424) | (5,140) | |
| Cash and cash equivalents at beginning of the period |
6,634 | 25,757 | 30,897 | 30,897 | |
| Cash and cash equivalents at end of the period |
5,714 | 22,184 | 30,473 | 25,757 |
(1) See note 1B.
| For the three months period ended March 31, 2017 |
For the three months period ended March 31, 2017 |
2016 | For the year ended December 31, 2016 |
||
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |||
| (in thousands) | |||||
| Convenience translation into Euro (1) |
NIS | ||||
| Appendix A - Adjustments necessary to show the cash flows - operating activities |
|||||
| Income and expenses not involving cash flows: Depreciation and amortization Loss from marketable securities, net Change in liabilities for benefits to employees, net Capital loss Change in deferred taxes Reevaluation of deposits in banks Reevaluation of long-term loans and bonds Reevaluation of other financial assets Reevaluation of share purchase option Changes in assets and liabilities: Decrease (increase) in accounts receivable - trade Decrease (increase) in accounts receivable -other Increase in inventory |
1,090 - (3) 2 140 (6) (55) (234) 118 (3,550) 17 (53) |
4,232 - )12( 7 542 )22( )212( )910( 458 )13,783( 65 )204( |
4,003 101 28 - 62 - (355) 93 - 3,238 (428) (1,360) |
16,901 100 223 23 (339) (147) (308) 136 544 3,870 20 (3,416) |
|
| Decrease (increase) in inventory - work in progress Increase (decrease) in accounts payable - trade Increase (decrease) in accounts payable - other |
(102) 532 1,164 (940) |
)397( 2,066 4,521 )3,649( |
(728) (129) (1,888) 2,637 |
2,963 (2,199) (2,055) 16,316 |
|
| Appendix B - Non-cash operations | |||||
| Purchase of property and equipment on credit | - | - | 477 | - | |
| Appendix C - Additional information regarding operating activities |
|||||
| Cash paid during the period for: Interest Taxes on income |
524 4 |
2,034 14 |
2,343 14 |
4,565 54 |
|
| Cash received during the period for: Interest and dividend |
14 | 55 | 84 | 245 |
(1) See note 1B.
A. These financial statements have been prepared in a condensed format as of March 31, 2017, and for the three months period then ended (hereinafter - "consolidated interim financial statements"). These financial statements should be read in conjunction with the Company's audited annual financial statements and accompanying notes as of December 31, 2016 and for the year then ended.
For the convenience of the reader, the NIS amounts for the last reported period have been translated to EURO by dividing each NIS amount by the representative exchange rate of the EURO as of March 31, 2017 (EURO 1 = NIS 3.8822).
The translated EURO amounts presented in these financial statements should not be construed as representing amounts receivable or payable in EURO unless otherwise indicated.
On March 26, 2017 the subsidiary Unitronics Inc. signed with a client that not a related to the company or to the interested parties on an agreement to establish an automatic parking facility in California, United States, in the amount of approximately 9.3 million US dollars.
Below the balances in the books and the fair value of financial instruments which are not presented in the financial statements according to their fair value, and there is a substantial difference between the carrying amount to fair value:
| March 31, 2017 | March 31, 2016 | December 31, 2016 | ||||
|---|---|---|---|---|---|---|
| Book | Fair | Book | Fair | Fair | ||
| value | value | value | value | value | value | |
| (unaudited) | (audited) | |||||
| NIS, (in thousands) | ||||||
| Bonds linked to the Israeli CPI |
33,138 | 35,527 | 39,439 | 44,027 | 40,417 | 43,211 |
| Bonds - non-linked | 31,319 | 36,182 | 35,175 | 41,220 | 31,749 | 36,672 |
(*) The fair value is based on stock market value as at the report date.
The financial instruments presented in the statement of financial position at fair value or that disclosure of their fair value, are classified, according to groups with similar characteristics, to the rating of fair value as follows, which is determined in accordance with the source of the data used in determining fair value:
Level 1: Quoted prices (without adjustments) in an active market of identical assets and liabilities.
Level 2: Data which is not quoted prices included in Level 1, which can be seen directly or indirectly.
Level 3: Data which is not based on market data which can be seen (evaluation techniques without the use of market data which can be seen).
The Company holds financial instruments measured at fair value according to the classifications as follows:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| As of March 31, 2017 (unaudited) | NIS, (in thousands) | |||
| Financial assets at fair value: | ||||
| Forward contracts | - | 1,181 | - | 1,181 |
| Foreign currency purchase/sell options | - | 100 | - | 100 |
| Financial liabilities measured at fair value | ||||
| Liability for share purchase option Liability for share purchase option |
- | - | 5,355 | 5,355 |
| As of March 31, 2016 (unaudited) | ||||
| Financial assets at fair value: | ||||
| Marketable securities | 1,615 | - | - | 1,615 |
| Forward contracts | - | 360 | - | 360 |
| Embedded derivatives | - | 81 | - | 81 |
| As of December 31, 2016 (audited) | ||||
| Financial assets at fair value: | ||||
| Forward contracts | - | 360 | - | 360 |
| Foreign currency purchase/sell options | - | 55 | - | 55 |
| Financial liabilities measured at fair value | ||||
| Foreign currency purchase/sell options | 45 | - | 45 | |
| Liability for share purchase option | - | - | 4,897 | 4,897 |
During the specified periods, there were no transfers between Level 1 and Level 2, and there were no transfers to or from Level 3.
| Financial liabilities at fair value that classified to profit or loss |
|
|---|---|
| NIS, (in thousands) | |
| Balance at May 18, 2016 - the date of establishment the liability | |
| (unaudited) | 4,353 |
| Total net loss recognized in profit or loss | 544 |
| Balance at December 31, 2016 (audited) | 4,897 |
| Balance at January 1, 2017 (audited) | 4,897 |
| Total net loss recognized in profit or loss | 458 |
| Balance at March 31, 2017 (unaudited) | 5,355 |
The fair value of the liability for share purchase option for which no quoted market price exists, is determined for every reporting period on the basis of the economic model used in an evaluation made by an external evaluator.
The economic model prepared on May 18, 2016 (the date of completing the transaction) established an estimate for the liability of NIS 4,353 thousand. This estimate was updated on the date of the report.
The fair value of the price adjustment mechanism is the expected future value of the additional shares which will be allotted to FIMI (should they be allotted), discounted on the date of the calculation, where the number of shares that will be allotted to FIMI will be derived from the consideration that FIMI will receive at the time of the sale of all the acquired shares.
The future values of the acquired shares are estimated using the binomial model and are divided into two categories:
The branches where the value of the shares acquired is lower than 250% of FIMI'S purchase price for which FIMI is entitled to the allotment of additional shares.
The branches in which the value of the shares acquired is higher than 250% of FIMI'S purchase price for which FIMI is not entitled to the allotment of additional shares.
The future value of the additional shares was calculated by multiplying (a) the total shares that FIMI will receive by (b) the future value of the share and by (c) the probable future value of the share.
The figure used in the measurement of the unforeseeable fair value is the standard deviation.
The fair value of the additional shares was calculated by discounting the future value by zero risk interest on the date of the calculation.
A. The Group defined the Chairman of the Board of Directors and the Company's CEO who makes the strategic decisions as the chief operating decision makers, of the Group. The Chairman and the CEO reviews the internal reports of the Group in order to evaluate performance and allocate recourses and determines the operating segments based on these reports.
The Chairman and the CEO examines the segment's operating performance on the basis of measuring operating income, this measurement basis is not affected by one-time expenses in the operating segments, such as the costs of structural change and an impairment in the value of assets, where the impairment in value results from a single one time event. Interest revenues and expenses and taxes are not included in the results in each of the operating segments examined by senior management.
Until the end of 2016 the Company reported activities in the Parking Solutions segment and in the Logistics Solutions segment as two separate business segments in its periodic reports, and as two separate operating segments in its financial statements. Given the great similarity in these activities, reflected, inter alia, in their project-based character, the nature of the products and services, the nature of the production processes and the use of shared know-how and production means, as of January 1, 2017 the Company's management examines the performance of both segments jointly and allocates joint resources to them. Accordingly, commencing with this quarterly report, these activities are presented as one operating segment (the Automated Solutions segment). The Company reclassified for comparative purposes the information corresponding to previous periods.
| For the three months period ended period ended March 31, March 31, |
For the three months | |||
|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2016 | |
| (unaudited) | (unaudited) | (audited) | ||
| (in thousands) | ||||
| Convenience translation into Euro (1) |
NIS | |||
| C. Revenues | ||||
| Products | 7,993 | 31,029 | 27,550 | 113,509 |
| Automated solutions | 4,067 | 15,789 | 7,670 | 35,052 |
| Other | 25 | 97 | 92 | 427 |
| Total revenues | 12,085 | 46,915 | 35,312 | 148,988 |
| D. Segment results and match income (loss) for the period: |
||||
| Products | 1,848 | 7,177 | 6,570 | 24,098 |
| Automated solutions | (459) | )1,784( | )6,619( | )25,027( |
| Other | (1) | )5( | 15 | 33 |
| Unallocated corporate expenses | (731) | )2,837( | (2,348) | )10,884( |
| Operating profit (loss) | 657 | 2,551 | (2,382) | )11,780( |
| Unallocated financing expenses, net | (118) | )459( | (1,035) | (5,476) |
| Tax benefit (taxes on income) | )254( | )987( | (203) | 246 |
| Profit (loss) for the period | 285 | 1,105 | (3,620) | )17,010( |
(1) See note 1B
March 31, 2017
(Unaudited)
We reviewed the separate interim financial information presented in accordance with Regulation 38D of the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970 of Unitronics (1989) (R"G) Ltd. (hereinafter - "the Company") as of March 31, 2017 and for the three-months period then ended. The Board of Directors and Management are responsible for the preparation and presentation of the separate interim financial information . Our responsibility is to express a conclusion on the separate interim financial information for the interim period, based on our review.
The separate interim financial information of the Company as of March 31, 2017 and for the three-months period then ended which included in the Company's periodic report was reviewed by Amit, Halfon Certified Public Accountants (Israel) whose special review report dated May 29, 2016 was unqualified.
We prepared our review in accordance with Review Standard 1 of the Institute of Certified Public Accountants in Israel "Review of financial information for interim periods prepared by the entity's auditor". The review of the financial information for interim periods comprises clarifications, mainly with the people responsible for financial and accounting matters, and from adopting analytical and other review procedures. A review is more limited in scope to a much larger extent than an audit performed in accordance with generally accepted auditing standards, and therefore does not enable us to be certain that we will know of all the significant matters which could have been identified in an audit. Consequently, we are not issuing an opinion of an audit.
Based on our review, nothing came to our notice which would cause us to think that the above separate interim financial information is not prepared, in all significant aspects, in accordance with regulation 38D of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
Amit, Halfon Certified Public Accountants (Israel)
Ziv Haft Certified Public Accountants (Isr.) BDO Member Firm
May 28, 2017
| March 31, 2017 |
March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
||
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |||
| Convenience translation |
(in thousands) | ||||
| into Euro (1) | NIS | ||||
| Current assets | |||||
| Cash and cash equivalents Restricted cash Marketable securities |
4,093 232 - |
15,888 901 - |
21,735 1,091 1,615 |
19,057 1,091 - |
|
| Short-term deposits in banks Accounts receivable - |
3,879 | 15,060 | - | 25,070 | |
| Trade Other |
3,708 653 |
14,395 2,537 |
12,557 1,543 |
11,329 1,972 |
|
| Other financial assets | 330 | 1,281 | 360 | 415 | |
| Accounts receivable - other - subsidiaries Inventory |
10,744 5,227 |
41,712 20,294 |
32,255 19,442 |
34,296 19,658 |
|
| 28,866 | 112,068 | 90,598 | 112,888 | ||
| Non-current assets Long-term deposits in banks |
5,180 | 20,109 | - | 20,077 | |
| Long-term deposits - Other | 43 | 166 | 354 | 277 | |
| Property and equipment, net | 4,318 | 16,764 | 17,747 | 16,902 | |
| Long-term receivables - Subsidiaries | 19,319 | 75,000 | 55,000 | 75,000 | |
| Intangible assets, net | 11,479 | 44,563 | 43,638 | 44,602 | |
| 40,339 | 156,602 | 116,739 | 156,858 | ||
| 69,205 | 268,670 | 207,337 | 269,746 |
Chairman of the Board of Directors
Amit Ben Zvi Haim Shani Gavriel Badusa
Director and C.E.O. Chief Financial Officer
Approved: May 28, 2017.
(1) See note 1B.
| March 31, 2017 |
March 31, 2017 |
March 31, 2016 |
December 31, 2016 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| Convenience translation |
(in thousands) | |||
| into Euro (1) | NIS | |||
| Current liabilities | ||||
| Current maturities of long term loans Current maturities of bonds Accounts payable - |
229 3,230 |
889 12,538 |
1,164 10,205 |
1,129 8,278 |
| Trade Other |
4,527 1,671 |
17,575 6,489 |
14,733 7,799 |
15,212 7,630 |
| Other financial liabilities | - 9,657 |
- 37,491 |
- 33,901 |
45 32,294 |
| Non-current liabilities Liabilities less assets associated with |
||||
| subsidiaries | 17,865 | 69,356 | 44,034 | 65,080 |
| Loans from banks | 605 | 2,347 | 3,552 | 2,527 |
| Bonds | 13,258 | 51,470 | 63,875 | 62,364 |
| Liabilities for benefits to employees, net | 499 | 1,936 | 2,218 | 2,352 |
| Liability for share purchase option Deferred taxes |
1,379 1,232 |
5,355 4,784 |
- 4,525 |
4,897 4,188 |
| 34,838 | 135,248 | 118,204 | 141,408 | |
| Equity | ||||
| Share capital | 110 | 427 | 352 | 427 |
| Share premium | 26,921 | 104,513 | 50,588 | 104,513 |
| Capital reserve from translation of foreign operations Company shares held by the company |
(260) (1,814) |
)1,009( )7,042( |
68 (7,042) |
209 )7,042( |
| Reserve arising from a transaction with a controlling party |
27 | 104 | 104 | 104 |
| Retained earnings (loss) | (274) | )1,062( | 11,162 | (2,167) |
| 24,710 | 95,931 | 55,232 | 96,044 | |
| 69,205 | 268,670 | 207,337 | 269,746 |
(1) See note 1B.
| For the three months period ended March 31, 2017 |
For the three months period ended March 31, 2017 |
For the year ended December 31, 2016 |
|||
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | |||
| (in thousands) | |||||
| Convenience translation into Euro (1) |
NIS | ||||
| Revenues | 5,490 | 21,312 | 19,281 | 78,626 | |
| Revenues from subsidiaries | 2,401 | 9,320 | 8,211 | 31,263 | |
| Total revenues | 7,891 | 30,632 | 27,492 | 109,889 | |
| Cost of revenues | 5,037 | 19,553 | 17,692 | 72,227 | |
| Gross profit | 2,854 | 11,079 | 9,800 | 37,662 | |
| Development expenses, net | 208 | 809 | 744 | 3,167 | |
| Selling & marketing expenses | 612 | 2,376 | 1,805 | 9,463 | |
| General & administrative expenses | 659 | 2,560 | 1,802 | 8,917 | |
| General & administrative expenses to subsidiaries |
44 | 169 | 193 | 800 | |
| Operating profit | 1,331 | 5,165 | 5,256 | 15,315 | |
| Financing income | 613 | 2,381 | 612 | 3,003 | |
| Financing expenses | 617 | 2,396 | 1,397 | 6,501 | |
| Profit after financing, net | 1,327 | 5,150 | 4,471 | 11,817 | |
| The Company's share of subsidiaries losses |
788 | 3,058 | 7,888 | 29,073 | |
| Profit (loss) before tax benefit (taxes on income) |
539 | 2,092 | (3,417) | (17,256) | |
| Tax benefit (taxes on income) | )254( | )987( | (203) | 246 | |
| Profit (loss) for the period attributed to the company's shareholders |
285 | 1,105 | (3,620) | (17,010) |
(1) See note 1B.
| For the three months period ended March 31, |
For the three months period ended March 31, |
For the year ended December 31, |
||
|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2016 | |
| (unaudited) | (unaudited) | (audited) | ||
| (in thousands) | ||||
| Convenience translation into Euro (1) |
NIS | |||
| Profit (loss) for the period attributed to the company's shareholders |
285 | 1,105 | (3,620) | (17,010) |
| Other comprehensive income (loss) (after tax) |
||||
| Items that may not be classified afterwards to profit or loss: |
||||
| Re-measurement loss from defined benefit plans |
- | - | - | 61 |
| Items that may be reclassified to profit or loss in the future if certain conditions are met: |
||||
| Adjustments arising from translating financial statements of foreign operations |
(314) | )1,218( | (520) | (379) |
| Other comprehensive loss for the period | (314) | )1,218( | (520) | (318) |
| Total comprehensive loss for the period attributed to the company's shareholders |
(29) | )113( | (4,140) | (17,328) |
(1) See note 1B.
| For the three months period ended March 31, |
For the three months period ended March 31, |
For the year ended December 31, |
||
|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2016 | |
| (unaudited) | (unaudited) | (audited) | ||
| Convenience translation into Euro (1) |
(in thousands) | NIS | ||
| Cash flows - operating activities Profit (loss) for the period attributed |
||||
| to the company's shareholders Adjustments necessary to show the |
285 | 1,105 | (3,620) | (17,010) |
| cash flows - operating activities (Appendix A) Cash flows provided by operating |
652 | 2,534 | 10,591 | 41,127 |
| activities of the company Cash flows used in operating activities |
937 | 3,639 | 6,971 | 24,117 |
| from transactions with subsidiaries Cash flows used in operating activities |
(1,996) (1,059) |
)7,750( )4,111( |
(12,711) (5,740) |
(34,689) (10,572) |
| Cash flows - investing activities Sale of marketable securities, net Purchase of property and equipment Investment in long-term deposits in banks Repayment (Investment) in short-term |
- (49) - |
- )192( - |
12,776 (41) - |
14,392 (233) (20,000) |
| deposits in banks Repayment of restricted cash Repayment (Investment) of long-term |
2,576 49 |
10,000 190 |
- 185 |
(25,000) 185 |
| deposits, net Investment in intangible assets |
17 (562) |
67 )2,183( |
(16) (2,638) |
60 (10,468) |
| Cash flows provided by (used in) investing activities of the company |
2,031 | 7,882 | 10,266 | (41,064) |
| Cash flows - financing activities Repayment of long-term loans Repayment of bonds Private placement of shares and share |
(71) (1,717) |
)274( )6,666( |
(291) (6,680) |
(1,160) (10,680) |
| purchase option | - | - | - | 58,353 |
| Cash flows provided by (used in) financing activities |
(1,788) | )6,940( | (6,971) | 46,513 |
| Change in cash and cash equivalents Cash and cash equivalents at beginning of |
(816) | )3,169( | (2,445) | (5,123) |
| the period | 4,909 | 19,057 | 24,180 | 24,180 |
| Cash and cash equivalents at end of the period |
4,093 | 15,888 | 21,735 | 19,057 |
(1) See note 1B.
| For the three months period ended March 31, |
For the three months period ended March 31, |
||||
|---|---|---|---|---|---|
| 2017 | 2017 | 2016 | 2016 | ||
| (unaudited) | (unaudited) | (audited) | |||
| (in thousands) | |||||
| Convenience translation into Euro (1) |
NIS | ||||
| Appendix A - Adjustments necessary to show the cash flows - operating activities |
|||||
| Income and expenses not involving cash flows: |
|||||
| The Company's share of subsidiaries losses |
788 | 3,058 | 7,888 | 29,073 | |
| Depreciation and amortization | 682 | 2,650 | 2,647 | 10,931 | |
| Loss from marketable securities, net | - | - | 101 | 100 | |
| Change in liabilities for benefits to | |||||
| employees, net | (3) | )12( | 28 | 223 | |
| Change in deferred taxes | 139 | 542 | 62 | (339) | |
| Reevaluation of deposits in banks | (6) | )22( | - | (147) | |
| Reevaluation of long-term loans and bonds | (55) | )212( | (355) | (308) | |
| Reevaluation of other financial assets | (234) | )910( | 108 | 76 | |
| Reevaluation of share purchase option | 118 | 458 | - | 544 | |
| Changes in assets and liabilities: Decrease (Increase) in accounts receivable - |
|||||
| trade | (790) | )3,066( | 3,887 | 5,115 | |
| Decrease (increase) in accounts receivable | |||||
| - other Decrease (increase) in inventory |
(152) (164) |
)591( )636( |
160 717 |
(317) 444 |
|
| Increase (decrease) in accounts payable trade | 609 | 2,363 | (2,242) | (1,763) | |
| Decrease in accounts payable - other | (280) | )1,088( | (2,410) | (2,505) | |
| 652 | 2,534 | 10,591 | 41,127 | ||
| Appendix B - Non-cash operations Providing long-term financing to a subsidiary |
- | - | - | 20,000 | |
| Appendix C - Additional information regarding operating activities Cash paid during the period for: |
|||||
| Interest | 524 | 2,034 | 2,343 | 4,565 | |
| Taxes on income | 4 | 14 | 14 | 54 | |
| Cash received during the period for: | |||||
| Interest and dividend | 14 | 55 | 84 | 245 |
(1) See note 1B.
A. These separate interim financial information as of March 31, 2017 and for the three months period then ended, have been prepared in accordance with regulation 38D of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970. This separate interim financial information should be read in conjunction with the Company's audited annual separate financial information as of December 31, 2016 and for the year then ended, and with the related additional information.
For the convenience of the reader, the NIS amounts for the last reported period have been translated to EURO by dividing each NIS amount by the representative exchange rate of the EURO as of March 31, 2017 (EURO 1 = NIS 3.8822).
The translated EURO amounts presented in these financial statements should not be construed as representing amounts receivable or payable in EURO unless otherwise indicated.
C. The accounting policy applied in the separate interim financial information is identical to the accounting policy described in Note 2 to the condensed consolidated interim financial statements of the Company as of March 31, 2017.
I, Haim Shani, certify that:
The foregoing shall not detract from my statutory responsibility, or that of any other person.
May 28, 2017
________________________ Haim Shani, Director and CEO
I, Gavriel Badusa, certify that:
The foregoing shall not detract from my statutory responsibility, or that of any other person.
May 28, 2017
Gavriel Badusa, CFO
PRESS RELEASE Airport City, Israel, May 29, 2017
UNITRONICS (1989) (R"G) LTD.
Airport City, Israel – May 29, 2017 - Unitronics published the attached Immediate Report pursuant to the requirements of Israeli law, in connection with the requirement to report the Corporation's liabilities status by dates of payment.
Unitronics (1989) (R"G) Ltd. is an Israeli company that engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly Programmable Logic Controllers ("PLCs"). PLCs are computer-based electronic products (hardware and software), used in the command and control of machines performing automatic tasks, such as production systems and automatic systems for industrial storage, retrieval and logistics. The Company also engages, through its Automated Solutions Department and/or its subsidiaries, in the design, construction and maintenance services in the framework of projects for automation, computerization and integration of computerized production and/or logistics systems, mainly automated warehouses, automated distribution centers and automated parking facilities. The Company's PLCs are distributed by over one hundred and forty distributors (and a wholly owned US subsidiary) in approximately fifty countries throughout Europe, Asia, America and Africa. The services of the Systems Department are provided to customers in Israel and also outside Israel.
This press release contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Management of the Company as well as assumptions made by and information currently available to the Management of the Company. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks and other factors which may be outside of the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as projected, anticipated, believed, estimated, expected or intended.
Pursuant to section 36A of the Israeli Securities Law, 1968.
Reporting period: March 31 th , for the year: 2017. Detailed Corporation's liabilities status by dates of payment is as follows:
A. Debentures issued by the reporting Corporation to the public and held by the public, excluding such Debentures held by the Corporation's parent company, its controlling shareholder, companies controlled by same or companies which are controlled by the Corporation ("Solo" report) (in NIS thousands)
| Fund Payments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked | Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year | |
| First Year | 10,912 | 2,000 | 3,595 | 16,507 | |||||
| Second Year |
11,179 | 2,000 | 2,889 | 16,068 | |||||
| Third Year | 11,179 | 2,000 | 2,170 | 15,349 | |||||
| Fourth Year |
2,000 | 1,450 | 3,450 | ||||||
| Fifth Year | |||||||||
| and So On Total |
33,270 | 24,000 32,000 |
2,088 12,192 |
26,088 77,462 |
B. Private debentures and non banking-credit, excluding debentures or credit which was given by the Corporation's parent company, its controlling shareholder, companies controlled by same or companies which are controlled by the Corporation – based on data from the Corporation's separate financial reports ("Solo" report) (in NIS thousands)
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | ||||||||||
| Second | ||||||||||
| Year | ||||||||||
| Third Year | ||||||||||
| Fourth Year | ||||||||||
| Fifth Year | ||||||||||
| and So On | ||||||||||
| Total |
C. Bank credit – from Israeli banks ("Solo" report) (in NIS thousands)
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | 592 | 297 | 89 | 978 | ||||||
| Second | ||||||||||
| Year | 324 | 71 | 395 | |||||||
| Third Year | 324 | 61 | 385 | |||||||
| Fourth | ||||||||||
| Year | 324 | 51 | 375 | |||||||
| Fifth Year | ||||||||||
| and So On | 1,375 | 99 | 1,474 | |||||||
| Total | 2,939 | 297 | 371 | 3,607 |
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | ||||||||||
| Second | ||||||||||
| Year | ||||||||||
| Third Year | ||||||||||
| Fourth Year | ||||||||||
| Fifth Year | ||||||||||
| and So On | ||||||||||
| Total |
E. Summary table of tables A-D, Total credit- banking, non-banking and debentures ("Solo" report) (in NIS thousands)
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | ||||||||||
| 10,912 | 2,000 | 592 | 297 | 3,684 | 17,485 | |||||
| Second | ||||||||||
| Year | 11,179 | 2,000 | 324 | 2,960 | 16,463 | |||||
| Third Year | ||||||||||
| 11,179 | 2,000 | 324 | 2,231 | 15,734 | ||||||
| Fourth Year |
||||||||||
| 2,000 | 324 | 1,501 | 3,825 | |||||||
| Fifth Year and So |
||||||||||
| On | 24,000 | 1,375 | 2,187 | 27,562 | ||||||
| Total | 33,270 | 32,000 | 2,939 | 297 | 12,563 | 81,069 |
| Fund Payments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
|
| First Year | |||||||||
| Second | |||||||||
| Year | |||||||||
| Third Year | |||||||||
| Fourth | |||||||||
| Year | |||||||||
| Fifth Year | |||||||||
| and So On | |||||||||
| Total |
G. External balance credit exposure of all consolidated companies, excluding companies which are reporting companies and excluding the reporting Corporation's data included in table F above (in NIS thousands)
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | ||||||||||
| Second | ||||||||||
| Year | ||||||||||
| Third Year | ||||||||||
| Fourth Year | ||||||||||
| Fifth Year | ||||||||||
| and So On | ||||||||||
| Total |
H. Total credit balance, banks, non banks and debentures of all consolidated companies, excluding companies which are reporting companies and excluding the reporting Corporation's data included in tables A-D above (in NIS thousands)
| Fund Payments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
Total by year |
||
| First Year | ||||||||||
| Second | ||||||||||
| Year | ||||||||||
| Third Year | ||||||||||
| Fourth Year | ||||||||||
| Fifth Year | ||||||||||
| and So On | ||||||||||
| Total |
Respectfully,
Unitronics (1989) (R"G) Ltd.
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