Quarterly Report • Nov 28, 2013
Quarterly Report
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| Chapter / Paragraph |
Content | Page | |
|---|---|---|---|
| Chapter A | Preface | 3 | |
| 1 2 3 |
General Description of the Company and Its Business Environment Main Events in the Period of the Report and Up To Its Publication |
3 3 4 |
|
| Chapter B | Board of Directors' Report | 5 | |
| 1 2 3 4 5 6 7 8 9 10 Chapter C |
Financial Position Operating Results Liquidity and Sources of Financing Qualitative Report Concerning Exposure to Market Risks and Methods of Managing Them Consolidated Linkage Bases Report Sensitivity Analyses on Financial Instruments Dedicated Disclosure to the Debenture Holders Quarterly Report on the Balance of the Company's Liabilities by Repayment Dates Projected Cash Flow Details of the Approval Process of the Company's Financial Statements Condensed Interim Consolidated Financial Statements as of September 30, 2013 (Unaudited) |
5 9 12 12 13 14 16 18 18 18 20 |
|
| 1 2 |
Review Report Condensed Interim Consolidated Statement of Financial |
22 23-24 |
|
| 3 4 |
Position Condensed Interim Consolidated Statement of Income Condensed Interim Consolidated Statement of Comprehensive Income |
25 26 |
|
| 5 5 6 7 |
Condensed Interim Consolidated Statement of Changes in Shareholders' Equity Condensed Interim Consolidated Statement of Cash Flow Notes to the Financial Statements Financial data taken from the Condensed Interim Consolidated Financial Statements attributed to the Company itself - Special Report Pursuant to Regulation 38d (unaudited) |
27-28 29-31 32-37 38 |
|
This report contains forward-looking information within the meaning of Section 32A of the Israeli Securities Law, 1968, including forecasts, assessments, estimates, expectations or other information pertaining to future events or issues, the realization of which is uncertain and not solely under the Company's control, if at all. This information is identified as such where it is used in this report. Although such information is based on data available to the Company as of the date of the report, and reflects the Company's intents and assessments as of such date, the actual occurrences and/or results may differ substantially from those presented in the report or implied therefrom as projected or anticipated, since their realization is subject, inter alia, to uncertainties and other factors beyond the Company's control as set out in this report below.
Company Name: Unitronics (1989) (R"G) Ltd. (hereinafter: "the Company" or "Unitronics")
Company No.: 520044199
Address: Unitronics Building, Arava Street, Airport City, P.O.B. 300, Israel 70100
Email Address: [email protected]
Telephone: 03 977 8888
Facsimile: 03 977 8877
Unitronics engages, through its Products Department, in the design, development, production, marketing and sale of industrial automation products, mainly programmable logic controllers (hereinafter: "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, and automated parking facilities. The Company also engages, through its Systems Department, in 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 and automated distribution centers. In addition, the Company engages, through wholly owned subsidiaries, in automated system design, development, marketing, production, construction and maintenance services for automated parking solutions.
The Company's PLCs are distributed by over one hundred and fifty distributors in approx. fifty countries (including Israel) throughout Europe, Asia, America and Africa, as well as by means of Unitronics Inc., a wholly owned company incorporated in the US. The Systems Department services are provided mainly to customers in Israel, and, in a few cases, outside of Israel as well. The services of the Parking Solutions Department are primarily provided to customers in Israel and in the US.
The Company mainly operates from facilities located in "Unitronics Building," an office and industrial building which is leased, in part, by the Company, and a different part therein is leased to the Company. Unitronics Building is situated at Airport City next to the David Ben-Gurion Airport, and it houses the Company's offices and all its other facilities in Israel.
As of May 2004, the Company's shares are traded on the Tel Aviv Stock Exchange, and as of September 1999 on the Belgian Stock Exchange (first on the EuroNM Belgium Stock Exchange and, starting from the year 2000, on the EuroNext Stock Exchange in Brussels, Belgium).
The Company convened an annual general meeting of its shareholders for Monday, December 9, 2013 at 12:30 (Brussels time), at the Sheraton Zaventem Hotel in Brussels, Belgium ("the meeting"). The items on the meeting's agenda are as follows: (i) approval of a remuneration policy for officers of the Company pursuant to Amendment 20 to the Companies Law; (ii) electing Mr. Haim Shani as chairman of the board of directors in addition to his role as Company CEO, for an addition term of office of three years commencing from the date of termination of the prior term of office, on December 9, 2013, pursuant to section 121(C) of the Companies Law and in accordance with the Company's Articles of Association; (iii) approval of the re-appointment of Ms. Edna Ramot as a director of the Company (not an external director) (category A) for an additional term of office up to the date of the Company's annual general meeting for 2016, in accordance with the Company's Articles of Association; (iv) presentation of the Company's Periodic Report and financial statements for 2012; (ii) approval of the re-appointment of the Amit-Halfon accounting firm as the Company's auditors for 2013 and for the period up to the next annual meeting of the Company's shareholders and authorizing the Company's board of directors to determine its fee. For additional details, see immediate report regarding Convening of a Meeting dated October 23, 2013, Ref. No. 2013-01-173805, included herein by way of reference.
Following the Securities Authority's comments to the draft remuneration policy that was attached to the report on the convening of a general meeting, on November 17, 2013 the Company published an amending report to the report on the convening of a general meeting, attached to which was an amended draft of the remuneration policy, which is submitted to the general meeting for approval. For additional details, see Amending Report to the Report on the Convening of a General Meeting dated November 17, 2013, reference no: 2013-01-193608, included herein by way of reference.
On September 30, 2013, Mr. Nygate Daniel Rafael was appointed as deputy CEO of the Company. For additional details, see immediate report dated October 1, 2013, regarding appointment of a senior officer (except for a single director, who was appointed by the corporation), reference no: 2013-01-153204, included herein by way of reference.
Subsequent to the balance sheet date, on November 30, 2013, Mr. Eyal Saban, deputy CEO of the Company, will cease to hold office. For further details see immediate report dated October 1, 2013, regarding a senior officer that ceased to hold office, reference no. 2013-01-153201, included herein by way of reference.
Subsequent to the balance sheet date, on December 4, 2013, Mr. Amir Anchel, deputy CEO of the Company and budget manager, will cease to hold office. For further details see immediate report dated October 6, 2013, regarding a senior officer that ceased to hold office, reference no. 2013-01-184293, included herein by way of reference.
On August 25, 2013, the Company paid the fifth installment out of five of the debentures Fund (Series 2) (together with the final installment of the interest accrued on these debentures), issued by the Company under the 2006 Prospectus. Following this payment, all the Company's liabilities in respect of debentures (Series 2) were paid in full (for details see immediate report on the Capital and Registered Securities of the Corporation and Changes Therein, included herein by way of reference, dated 26 August 2012, reference No. 201310-125076).
Total assets according to the consolidated balance sheet of the Company as of September 30, 2013, amounted to approx. NIS 198.948 million compared with approx. NIS 185.548 million as of December 31, 2012.
Cash, cash equivalents and marketable securities did not change materially, and together they amounted to approx. NIS 48.093 million as of September 30, 2013, compared with approx. NIS 49.699 million as of December 31, 2012.
Trade and income receivable recorded an increase to approx. NIS 19.701 million as of September 2013 compared with approx. NIS 14.702 million as of December 31, 2012. This increase mainly stems from an increase in the balance of trade and income receivable in the Products Segment.
An increase was recorded in the inventory of work in progress, which amounted to approx. NIS 20.767 million as of September 30, 2013, compared with approx. NIS 18.011 million as of December 31, 2012, and reflects progress in the implementation of projects on the reporting date only.
An increase was recorded in intangible assets, which amounted to NIS 42.493 million as of September 30, 2013, compared with approx. NIS 34.046 million as of December 31, 2012. The increase is mainly attributable to the recording of the Company's development assets in respect of which the development costs satisfy the conditions for recognition as an intangible asset, offset by current amortization.
Current maturities of debentures decreased and as of September 30, 2013 amounted to approx. NIS 11.875 million compared with approx. NIS 17.788 million as of December 31, 2012. The decrease in this item stems from the fifth and final payment of the principal of the debentures (Series 2).
A decrease was recorded in trade payables, which amounted to approx. NIS 15.825 million as of September 30, 2013, compared with approx. NIS 30.753 million as of December 31, 2012. The decrease in this item is primarily due to a decrease in trade balances in the Systems and Products segment.
Accounts payable and accruals decreased to approx, NIS 25.395 million as of September 30, 2013 compared with approx. NIS 28.280 million as of December 31, 2012. The decrease in this item primarily stems from a decrease in income in advance in the Systems segment net of an increase in income in advance in the Parking Solutions segment.
Non-current liabilities as of September 30, 2013, totaled approx. NIS 97.643 million, compared with NIS 58.728 million as of December 31, 2011. The decrease in noncurrent liabilities stems from the issuance of debentures (Series 4) by the Company in January 2013 for a total amount of NIS 53.125 million par value, offset by the first installment out of five of debenture principal (Series 3), which was paid in March 2013.
An increase was recorded in the Company's working capital, which totaled approx. NIS 57.010 million as of September 30, 2013, compared with approx. NIS 27.992 million as of December 31, 2012. This increase primarily stems from a rise in the balance of trade and income receivable and inventory of work in progress as well as a decrease in current maturities of debentures, trade payables and accounts payable as specified in this section above.
The Company's shareholders' equity slightly decreased to approx. NIS 42.844 million as of September 30, 2013, compared with approx. NIS 43.900 million as of December 31, 2012. The decrease in shareholders equity was mainly due to the loss recorded for the period as detailed below.
The Company's revenues in the quarter that ended September 30, 2013, amounted to approx. 39.558 million compared to approx. NIS 34.876 million in the same quarter of 2013 (a 13% increase). The Company's revenues in the first nine months of 2013 amounted to approx. NIS 112.044 million as compared to approx. NIS 106.621 in the same period of 2012 (a 5% increase). Most of the growth in this quarter stems from the growth in revenues that generated by the Systems segment and the Parking Solutions segment, as detailed below.
Company revenues from the Products segment in the quarter ended September 30, 2013, amounted to approx. NIS 24.414 million, a 3% increase compared with approx. NIS 23.650 million in the corresponding quarter of 2012. Revenues from the products segment in the first none months of 2013 amounted to approx. NIS 71.673 million, a 2% increase compared with approx. NIS 70.376 million in the same period of 2012.
Revenues from the Systems segment in the quarter ended September 30, 2013, amounted to approx. NIS 13.508 million, a 22% increase compared with approx. NIS 11.088 million in the corresponding quarter of 2012. Revenues from the Systems segment in the first nine months of 2013 amounted to approx. NIS 37.996 million, down 6% from approx. NIS 35.795 million in the same period of 2012. The changes in revenues from the Systems segment stem from changes in the actual rate of progress in the construction of several logistic systems by the Company's systems department, mainly in connection with the planning and construction of logistics systems for key customers in Israel (for details see Sections 1.10.9 of the Company's Periodic Report), and in the pace of receipt of orders from customers for the construction of systems in the reporting period, which is explained, among others by the relative volatility of this segment.
Revenues from the Parking Solutions segment amounted to approx. NIS 1.503 million in
the quarter ended on September 30, 2013. In the third quarter of 2012 no revenues were generated by the Parking Solutions segment. Revenues from the Parking Solutions segment in the first nine months of 2013 totaled approx. NIS 2.031 million compared to approx. NIS 139,000 in the same period of 2012.
Revenues from the products segment in the quarter ended September 30, 2013, accounted for 62% of total Company revenues in this quarter, whereas revenues from the Systems segment in the same period accounted for some 34% of total revenues and revenues from the Parking Solutions segment accounted for 4% of revenues for the period. In the same period of 2012, revenues from the Products segment were 68% of total Company revenues for this quarter whereas revenues from the Systems segment accounted for 32% of total revenues. Overall for the year 2012, revenues from products accounted for some 68% of total revenues, revenues from systems accounted for 31% of total revenues and revenues from Parking Solutions were less than 1% from total revenues for the period.
Total gross profit in the quarter ended September 30, 2013, amounted to approx. NIS 11.909 million (about 30% of the revenues for the period), compared with approx. NIS 47.471 million in the corresponding quarter of 2012 (about 21% of revenues for the period). Total gross profit in the first nine months of 2013 amounted to approx. NIS 30.863 million (about 28% of revenues for the period), compared with approx. NIS 27.123 million in the same period of 2012 (about 25% of revenues for the period).
The change in the gross profit margins mainly stems from a change in the revenue mix from different business segments (the gross profit margins the systems segment are lower than profit margins in the products segment, and accordingly, when the revenue mix from the systems segment rises, the weighted gross profit margin drops, and viceversa) and from the change in the gross profit margins of the Company's operating segments (for details, see the analysis of business results by operating segment in Paragraph 2.2.4 of the Periodic Report).
Net development costs in the quarter ended September 30, 2013, amounted to approx. NIS 1.143 million, compared with approx. NIS 1.182 in the corresponding quarter of 2012. Net development costs in the first nine months of 2013 amounted to approx. NIS 4.500 million, compared with approx. NIS 3.792 million in the same period of 2012. In addition, during the reporting period, an intangible asset in respect of development costs was recognized in the amount of approx. NIS 11.455 million, compared with NIS 9.864 million in the corresponding period of 2012. Total development costs that were recognized as an intangible asset in the reporting period, which grew in comparison with the corresponding period, reflect the continued development of technologies required to support the Company's operations, with a corresponding adjustment of its development staff, which is designed to address its business plans in the different fields of operation.
No change was recorded in the selling and marketing expenses in the quarter ended September 30, 2013, and it amounted to approx. NIS 4.275 million (about 11% of revenues), compared with approx. NIS 3.981 million (about 11% of revenues) in the corresponding quarter of 2012. Selling and marketing expenses in the first nine months of 2013 came to approx. NIS 12.349 million (about 11% of revenues), compared with approx. NIS 12.351 million (about 12% of revenues) in the same period of 2012.
General and administrative expenses grew in the quarter ended September 30, 2013, and they amounted to approx. NIS 2.533 million, compared with approx. NIS 2.201 million in the corresponding quarter of 2012, and in the first nine months of 2013 it amounted to approx. NIS 8.084 million, compared with approx. NIS 6.135 million in the same period of 2012. The moderate increase in general and administrative expenses in the reported quarter stems, in the Company's opinion, from the fixed costs required for the continued operation and support of the Parking Solutions segment as set forth below. Most of the increase in these expenses in the first none months of 2013, compared to the same period of 2012, stems from a one-off compensation recorded in the first half of 2012, which was ruled in favor of the Company upon the completion of legal proceedings as well as the fixed costs required for the continued operation and support in the Parking Solutions segment as set forth below.
The operating profit for the quarter ended September 30, 2013 increased, and it amounted to approx. NIS 3.958 million (about 10% of revenues), compared to an operating profit of approx. NIS 2.107 million in the same quarter of 2012. The growth in the operating profit in the reported quarter primarily stems from an increase in gross profit as specified above.
In the first nine months of 2013, there was an increase in the operating profit, which amounted to approx. NIS 5.923 million, compared to an operating profit of approx. NIS 4.845 million in the same period of 2012. The increase in the operating profit in the reported period primarily stems from an increase in the gross profit offset by a rise in development expenses and in general and administrative expenses, as set forth above.
Net financing expenses in the quarter ended September 30, 2013, amounted to approx. NIS 2.043 million, compared with net financing expenses of approx. NIS 78 million in the thirds quarter of 2012. Net financing expenses in the first nine months of 2013 amounted to approx. NIS 6.623 million, compared with net financing expenses of approx. NIS 2.945 million in the same period of 2012.
Most of the increase in this item stems from an increase in expenses due to exchange rate differences on embedded derivatives, which resulted from the Euro's depreciation against the NIS as well as an increase in credit costs related to debentures, due to an increase in the balance of outstanding debentures in the reported period, offset by a decrease in long-term credit costs compared to the same period of 2012, arising from the Euro's decline against the NIS in the reported period.
In the reported quarter, the Company posted a net profit totaling approx. NIS 1.915 million (5% of revenues), compared to a profit of approx. NIS 185,000 in the corresponding quarter of 2012. In the first nine months of 2013, the Company posted a loss of approx. NIS 700,000 (about 2% of revenues), compared with a profit of approx. NIS 1.900 million in the same period of 2012.
In the Company's opinion, the growth in the profit and loss results in the reported quarter primarily stems from the increase in profit and loss from operating activities after deducting the increase in financing expenses, as stated above. The decrease in profit and loss in the fist nine months of 2013, in the Company's opinion, primarily stems from
the increase in financing expenses, net of the increase in profit and loss from operating activities, as stated above.
As mentioned above, the Company's main commercial activity of the Company is conducted by means of three business departments: the Products Department, the Systems Department and the Parking Solutions Department. In the years 2011 and 2012, the Company began consolidating the parking solutions activities which, until that time, were reported as part of the systems segment, within wholly owned subsidiaries. The operating results of the parking solutions segment in corresponding periods contributed an insignificant amount to total results. As of January 1, 2013, the Company is presenting the operating activity of the parking solutions segment separately. For further details regarding the Company's operating segments, see Chapter A, sections 1.8, 1.9, 1.10 and 1.11 of the Company's Periodic Report.
Details on the various segments' results appear hereunder.
No material change was recorded in the Products Segment in the third quarter, which generated a profit of approx. NIS 7.377 million, compared with a profit of approx. NIS 7.183 million in the corresponding quarter of 2012. The results of the Products Segment in the first nine months of 2013 amounted to a profit of approx. NIS 21.103 million, compared with a profit of approx. NIS 21.584 million in the first nine months of 2012. Most of the change in the results of the Products segment in the first nine months of 2013 stems from a slight decline in the gross profit margin which, in the Company's opinion, is attributable to the effect of the YoY decline in the main currencies in which sales are made vis-à-vis the NIS, plus higher selling and marketing expenses attributed to this segment.
The results of the Systems Segment amounted to a loss of approx. NIS 1.397 million in the reported quarter, compared with a loss of approx. NIS 2.880 million in the second quarter of 2012. The results of the Systems Segment in the first nine months of 2013 amounted to a profit of NIS 496,000, compared with a loss of approx. NIS 4.580 million in the same period of 2012. The increase in the segment's results stems, in the Company's opinion, from a YoY increase in revenues from the construction of systems, which generated a higher gross profit margin, together with a decrease in selling and marketing expenses attributed to this segment.
The operating results of the Parking Solutions Segment decreased to a loss of approx. NIS 739 million in the reported quarter, compared with a loss of approx. NIS 498,000 in the third quarter of 2012. The results of the Parking Solutions Segment in the first nine months of 2013 amounted to a loss of approx. NIS 3.144 million, compared with a loss of approx. NIS 1.142 million in the same period of 2012. In the Company's opinion, the change in the segment's results in the reported period is primarily attributable to an increase in the fixed costs required for the activity in this Segment, in line with the Company's plans.
The balance of cash, cash equivalents and marketable securities of the Company did not change materially and, as of September 30, 2013, totaled approx. NIS 48.093 million, compared with approx. NIS 49.699 million as of December 31, 2012.
The cash flow from operating activities in the quarter ended September 30, 2013, amounted to a negative cash flow of approx. NIS 1.704 million. Net negative cash flow primarily stemmed from changes in assets and liability items (mainly an increase in trade and income receivable net of a decrease in inventory), offset by profit for the quarter and expenses no involving cash flows. In the first nine months of 2013, the cash flow from operating activities amounted to a negative cash flow of approx. NIS 18.421 million. The net negative cash flow primarily stemmed from changes in asset and liability items (a decrease in trade payables, a decrease in accounts payable, an increase in trade and income receivable and an increase in inventory of work in progress) net of expenses not involving cash flows.
Cash flows arising from investment activities in the quarter ended September 30, 2013, amounted to approx. NIS 2.278 million. The net positive cash flows primarily stem from the sale of marketable securities offset by investment in development assets during the period. In the first nine months of 2013, the negative cash flows used in investment activities amounted to approx. NIS 7.933 million. The negative cash flow mainly derived from the recording of investments in development assets during the period, net of the sale of marketable securities.
The cash flows used for financing activities in the quarter ended September 30, 2013, amounted to approx. NIS 7.513 million. The net cash flow was mainly used to make the fifth and final payment of the (Series 2) debenture principal. In the first nine months of 2013, the positive cash flows stemmed from financing activities amounted to approx. NIS 30.171 million. The positive cash flows primarily stemmed from the issuance of debentures (Series 4) offset by the first of five installments of debentures (Series 3) and the fifth out of five payments of debentures (Series 2), as specified in section 3.3 above.
On September 30, 2013, total credit lines available to the Company for its operating activities amounted to approx. NIS 29.7 million, of which a total of NIS 29.3 million was used to secure the Company's obligations in projects carried out by the Systems and Parking Solutions segments.
There were no material changes during the reporting period and in the aggregate period from the end of 2012 until the date of publication this quarterly report with respect to the Company's exposure to market risks and the methods of managing them.
| As of September 30, 2013 |
||||||
|---|---|---|---|---|---|---|
| Israeli Currency | Foreign Currency | |||||
| Non | ||||||
| In Other | Monetary | |||||
| Unlinked | CPI-Linked | In EURO | In USD | Currencies | Balances | Total |
| NIS in Thousands | |||||||
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash and cash equivalents |
342,2 | - | ,48,3 | 014,03 | - | - | 334,,2 |
| Cash limited in use | ,402, | - | - | - | - | - | ,402, |
| Marketable securities |
00428, | 024,,1 | - | - | - | - | 344,,, |
| Trade and income receivable |
44,,3 | - | ,428, | ,4,31 | - | - | 0,4210 |
| Accounts receivable |
,44 | - | - | 33 | - | 043,2 | 0423, |
| Inventory | - | - | - | - | - | 3041,2 | 3041,2 |
| Inventory of work in progress |
- | - | - | - | - | 3142,2 | 3142,2 |
| Long-term deposits |
- | - | - | - | - | ,3, | ,3, |
| Fixed assets | - | - | - | - | - | ,144,1 | ,144,1 |
| Intangible assets | - | - | - | - | - | ,34,,2 | ,34,,2 |
| Total assets | 3,4204 | 024,,1 | 0,4,80 | 02424, | - | 03,4428 | 0,84,,8 |
| Short-term loans and current maturities of long term loans |
20 | - | 24,23 | 28, | - | - | 2488, |
|---|---|---|---|---|---|---|---|
| Current maturities of debentures |
- | 004824 | - | - | - | 004824 | |
| Suppliers and service providers |
84380 | - | 34,2, | ,4,12 | 4 | - | 044834 |
| Embedded derivatives |
- | - | 04,22 | - | - | 04,22 | |
| Accounts payable and credit balances |
443,4 | - | - | ,33 | - | 0,4238 | 3442,4 |
| Long-term loans from banks and others |
34 | - | ,4,,3 | 0434, | - | - | 24,,0 |
| Debentures | - | 824002 | - | - | - | - | 824002 |
| Liabilities due to employee benefits, net |
- | - | - | - | - | 34484 | 34484 |
| Total liabilities | 024,33 | ,84,,3 | 0,4412 | ,4,,4 | 4 | 334202 | 04,401, |
| Net assets (liabilities) |
0041,2 | )844223( | 3402, | 014,8, | )4( | 01,43,4 | ,348,, |
As of the balance sheet date, the Company conducted 5 sensitivity analyses in respect of changes in the market value of financial instruments within a range of 5% and 10%. The analyses were based on the model specified.
1) Table listing the changes in the fair value of financial instruments sensitive to fluctuations in the dollar exchange rate:
| Profit (Loss) on Change, NIS in | NIS in | Profit (Loss) on Change NIS in | |||
|---|---|---|---|---|---|
| Thousands | Thousands | Thousands | |||
| 01% | 4% | Fair Value | -4% | -01% | |
| NIS to \$ | 298,0 | 2920, | 29422 | 292,1 | 29082 |
| Cash and cash | |||||
| equivalents | 041,0 | 430 | 014,03 | )430( | )041,0( |
| Trade and income | |||||
| receivable | ,,3 | 2,, | ,4,31 | )2,,( | ),,3( |
| Accounts | |||||
| receivable | 3 | 0 | 33 | )0( | )3( |
| Current maturities | |||||
| of loans | )2,( | )0,( | )28,( | 0, | 2, |
| Trade payable | ),,1( | )321( | ),4,12( | 321 | ,,1 |
| Accounts payable | |||||
| and accruals | ),3( | )30( | ),33( | 30 | ,3 |
| Long-term loans | )034( | ),2( | )0434,( | ,2 | 034 |
| Total | 041,, | 424 | 014,8, | )424( | )041,,( |
2) Table listing the changes in the fair value of financial instruments sensitive to fluctuations in the Euro exchange rate:
| Profit (Loss) on Change, NIS in Thousands |
NIS in Thousands |
Profit (Loss) on Change, NIS in Thousands |
|||
|---|---|---|---|---|---|
| 01% | 4% | Fair Value | -4% | -01% | |
| NIS to Euro | 49340 | 49103 | ,4222 | ,9424 | ,93,, |
| Cash and cash equivalents |
,8, | ,,4 | ,48,3 | ),,4( | ),8,( |
| Trade and income receivable |
,2, | 22, | ,428, | )22,( | ),2,( |
| Current maturities of loans |
)2,2( | )023( | )24,23( | 023 | 2,2 |
| Trade payable | )3,,( | )0,2( | )34,2,( | 0,2 | 3,, |
| Accounts payable and accruals |
1 | 1 | 1 | 1 | 1 |
| Long-term loans | ),,,( | )222( | ),4,,3( | 222 | ,,, |
| Total | 2,4 | 083 | 24,40 | )083( | )2,4( |
3) The following table presents the fair value changes in financial instruments sensitive to fluctuations in the Consumer Price Index:
| in Thousands | Profit (Loss) on Change, NIS | NIS in Thousands |
in Thousands | Profit (Loss) on Change, NIS | |
|---|---|---|---|---|---|
| 01% | 4% | Fair Value | -4% | -01% | |
| CPI in points | 3,,908 | 32,9,, | 332981 | 3039,0 | 3109,3 |
| Marketable securities |
042,, | ,82 | 024,,1 | ),82( | )042,,( |
| Current maturities of debentures |
)04088( | )4,,( | )004824( | 4,, | 04088 |
| Debentures () (*) |
)84203( | ),424,( | )824002( | ,422, | ,4,,, |
| Total | )8442,( | ),43,2( | )844223( | ,43,2 | ,42,0 |
(*) Series 3 debentures linked to the CPI 212.73 (1993 base)
(**) Series 3 debentures linked to the CPI 219.80 (1993 base)
4) The following table presents the fair value changes in derivative financial instruments that are sensitive to changes in underlying assets denominated in Euro:
| Profit Thousands |
(Loss) on Change, NIS in | NIS in Thousands |
Profit Thousands |
(Loss) on Change, NIS in | |
|---|---|---|---|---|---|
| 10% increase in the underlying asset |
5% increase in the underlying asset |
Fair Value | 5% decline in the underlying asset |
10% decline in the underlying asset |
|
| Liability in respect of embedded derivatives |
04,22 | 208 | )04,22( | )208( | )04,22( |
5) The following table presents the fair value changes in financial instruments sensitive to fluctuations in rates of marketable securities:
| Profit (Loss) on Change NIS in Thousands |
NIS in Thousands |
Profit (Loss) on Change NIS in Thousands |
|||
|---|---|---|---|---|---|
| 01% | 4% | Fair Value | -5% | -10% | |
| Local – government |
,83 | ,,0 | ,4833 | ),,0( | ),83( |
| Local – corporate |
0420, | ,,1 | 0240,2 | ),,1( | )0420,( |
| Shares | 3,2 | 033 | 34,20 | )033( | )3,2( |
| Total | 344,, | 04322 | 344,,, | )04322( | )244,1( |
The Corporation's Liability Certificates:
| (1) | Security | Debentures (Series 3) |
|---|---|---|
| A | Issue date | March 2011 |
| B | Total par value on issue date | 4,4,,34111 |
| Par value as of the reporting | ,440424,11 | |
| C | date | |
| Par value according to linkage | 47,502,000 | |
| D | terms – as of the report date |
|
| Accrued interest as of the | 52,000 | |
| E | report date | |
| Liability value as of the report | 47,502,000 | |
| F | date | |
| G | Stock Exchange value | 49,895,000 |
| Type of interest, including | 5.65% annual interest | |
| H | description | |
| Payment dates of outstanding | Four equal annual payments as of March 23, | |
| I | principal | 2014 |
| Future interest payment dates |
Every 23rd of March and September starting | |
| from March 2014, up until March 23, 2017 |
||
| J | (inclusive) | |
| Details of linkage basis of | Principal and interest linked to the Consumer | |
| interest and principal | Price Index at a base rate of no less than | |
| 212.73 (February 2011 index according to | ||
| K | the 1993 basis) | |
| Are the liability certificates | Not convertible | |
| L | convertible? | |
| Corporation's right to perform | Exists (for details regarding the terms under | |
| early redemption | which the Company's right to perform early | |
| redemption can be exercised, see paragraph | ||
| 12 of the Shelf Offering Report dated March | ||
| M | 22, 2011, reference no: 2011-01-088428) | |
| N | Has a guarantee been given for | No |
| payment of the liability in the | ||
| trust deed? | ||
| O | Is the liability material to the Company? |
Yes |
| (2) | The trustee in charge of the | Reznick, Paz, Nevo Trust Ltd |
| debenture series in the trust | 14 Yad Harutzim St, Tel Aviv 67778 | |
| company; the trustee's contact | Tel: 03-6389200; Fax: 03-6393316 | |
| details | Email: [email protected] | |
(5+6) As of the reporting period and throughout the said period, the Company, to the best of its knowledge, was in compliance with all the terms and obligations of the trust deed for Debentures (Series 3), the Company was not found to be in violation of any undertaking or term that was set forth in the trust deeds and which are not of a technical nature, and there were no grounds to call for immediate repayment of the liability certificates.
(8) On April 4, 2011, a pledge was created over a bank account deposit at the Registrar of Companies, in the amount of the annual interest on the debentures, to secure the payment of interest pursuant to the terms of the debentures (Series 3). As long as the Company has an outstanding balance of the debentures (Series 3), the Company will refrain from creating additional charges on its assets, in excess of those that existed on the date of signing the trust deed in connection with the debentures (Series 3), in favor of any third party whatsoever, without the trustee's advance written consent, save with regard to charges on land and/or equipment that will be purchased by the Company subsequent to the date of signing the trust deed, the pledging thereof will serve solely for the purpose of securing the funding to be given for purchasing the asset that is the object of the charge – and which the Company will be permitted to create without any restrictions in favor of any person or corporation. Subject to the aforesaid, the Company shall be entitled to create, without any limitation, additional charges of any type on its assets, all or part thereof, without this derogating from the Company's ability to undertake towards third parties to refrain from creating additional charges and without derogating from the aforesaid undertakings which the Company made to the banks prior to the date of signing the Debenture trust deed (Series 3).
| A Issue date January 2013 B Total par value on issue date 4240344111 C Par value as of the reporting 4240344111 date D Par value according to linkage 54,090,000 terms – as of the report date E Accrued interest as of the 484,000 report date F Liability value as of the report 52,629,000 date G Stock Exchange value 55,664,000 H Type of interest, including 5.4% annual interest description I Payment dates of outstanding Six unequal annual payments payable on principal January 31 of each of the years 2015 through 2020, at the following rates, by years in chronological order: (a) 12.5% of the principal; (b) 12.5% of the principal; (c) 12.5% of the principal; (d) 20.5% of the principal; (e) 21% of the principal; (f) 21% of the principal. Every 31ST of January and July starting from J Future interest payment dates January 2014, up until January 13, 2020 (inclusive) K Details of linkage basis of Principal and interest linked to the Consumer interest and principal Price Index at a minimum base rate of 219.80 (December 2012 index according to the 1993 basis), No hedging performed. L Are the liability certificates Not convertible convertible? M Corporation's right to perform Exists (for details regarding the terms under |
(1) | Security | Debentures (Series 4) |
|---|---|---|---|
| early redemption | which the Company's right to perform early | ||
| redemption can be exercised, see paragraph | |||
| 12 of the Shelf Offering Report dated January | |||
| 24, 2013, reference no: 2013-01-021699) | |||
| N Has a guarantee been given for No |
|||
| payment of the liability in the | |||
| trust deed? | |||
| O Is the liability material to the Yes |
|||
| Company? | |||
| (2) The trustee in charge of the Mishmeret - Trust Services Ltd. |
|||
| debenture series in the trust 48, Menachem Begin St, Tel Aviv 66184 |
|||
| company; the trustee's contact Tel: 03-6374352; Fax: 03-6374344 |
|||
| details Email: [email protected] |
(5+6) As of the reporting period and throughout said period, the Company, to the best of its knowledge, was in compliance with all the terms and obligations of the trust deed for Debentures (Series 4), the Company was not found to be in violation of any undertaking or term that was set forth in the trust deeds and which are not of a technical nature, and there were no grounds to call for immediate repayment of the liability certificates.
(8) On February 12, 2013, a pledge was created over a bank account deposit at the Registrar of Companies, in the amount of the semiannual interest on the debentures, to secure the payment of interest pursuant to the terms of the debentures (Series 4). As long as the Company has an outstanding balance of the debentures (Series 4), the Company and any of its subsidiaries (on the date of signing the trust deed and any additional subsidiary that will be established or acquired until the date of repayment of the outstanding debentures (Series 4)) will refrain from creating a general floating lien on its assets, in favor of any third party whatsoever, without the prior consent of a meeting of the debenture holders by means of a simple majority. It is emphasized that the Company and/or any of its subsidiaries shall be entitled to establish specific liens on all or part of their assets, including cash and cash equivalents, in favor of the lenders that will provide financing for the acquisition of assets or equipment, including floating lien on specific asset/s, and including for the purchase of construction services for a building, including for the purpose of replacing lenders holding liens on the date of the offering, by other lenders, without obtaining the consent of a meeting of the debenture holders (Series 4).
For details on the Company's liabilities by repayment dates, as of September 30, 2013, see report dated November 28, 2013, which the Company published concurrently with the publication of this report.
The Board of Directors determined, after reviewing the warning signs specified in Regulation 10(b)(14) of the Securities Regulations (Periodic and Immediate Reports) – 1970, with regard to the disclosure of anticipated cash flows for the payment of the Company's obligations, that the Company has no liquidity problems and is able to meet its obligations, including payment in full of its liabilities in respect of the issuance of Debentures (Series 3 and 4). A review as stated is performed by the Board of Directors on a quarterly basis, prior to the approval of the financial statements published by the Company for the quarter in question.
The Company's financial statements were prepared by the Company's CFO. The statements were reviewed by the Company's auditor, who is given full access to all data and information in the Company, including meetings with the Company's employees and managers, as required by him. Subsequent to the auditor's review, the financial statements were submitted to the members of the Financial Statements Review Committee.
As the Companies Regulations (Directives and Conditions Concerning the Procedure for Approving Financial Statements), 2010, came into effect, the Audit Committee was appointed by the Company's Board of Directors (during its meeting on November 11, 2010) to also serve as a Balance Sheet Committee for Review of the Financial Statements ("the Committee"), said committee being of a composition and significance that are in line with said regulations, with regard to the Financial Statements as at December 31, 2010, and thereafter. As of the reporting date, the following directors serve on this committee:
| Name | CPA Zvi | CPA Yoel | CPA |
|---|---|---|---|
| Livneh | Sela | Moshe | |
| Braaz | |||
| An independent or an | No | External | External |
| external director | director | director | |
| Chairman of the Committee | No | No | Yes |
| for Review of the Financial | |||
| Statements | |||
| Has accounting and financial | Yes | Yes | Yes |
| expertise | |||
| Did he provide a statement | Yes | Yes | Yes |
| prior to his nomination? |
* For details regarding the education and experience of the members of the Committee for Review of the Financial Statements, see Section 4.11 of Chapter D of the Periodic Report.
For the purpose of approving the financial statements as of September 30, 2013, a Committee meeting was held on November 26, 2013. In this meeting, the Committee discussed the effectiveness of internal controls over financial reporting and disclosure by the Company, which are the responsibility of the person in charge of reporting and the person in charge of control oversight, and which are supervised by the steering committee, which serves as a top-level supervising entity to ensure full compliance with reporting regulations, in accordance with internal procedures adopted by the Board of Directors on February 2, 2011 in connection with periodic and immediate reports. A comprehensive discussion of material issues took place in order to formulate the Committee's recommendations to the Board of Directors, prior to the board's approval of the financial statements; the Committee subsequently approved its recommendations.
The following persons were invited to, and attended, the Committee's meeting on November 26, 2013: members of the Committee (CPAs Yoel Sela, Zvi Livneh and Moshe Braaz), other board members (Haim Shani, Bareket Shani and Edna Ramot) Mr. Yair Itzkovitch, CFO; Mr. Eyal Saban, VP; CPA. Miri Ben-David, Company comptroller, Mr. Nir Weisberger, Company attorney; CPA Haim Halfon, from the Company's accounting firm; and Mr. Miguel Elchanati, from the Company's internal audit firm.
The committee discussed and drafted its recommendations to the Board of Directors regarding the following matters: assessments and estimates made in connection with the financial statements; internal controls related to the financial reporting process; the integrity and appropriateness of the disclosure in the financial statements; the accounting policy adopted and the accounting treatment implemented in material issues; valuations including the underlying assessments and estimates. The draft financial statements and Committee recommendations were submitted to the Board's review two business days before the Board convened to discuss the financial statements, which is a reasonable timeframe, in the Board's estimation, to submit the recommendations to the Board of Directors.
The Company considers the Board of Directors as the entity in charge of overall control of the Company's financial statements. The members of the Company's Board of Directors and their respective duties in the Company are as follows:
professional qualifications.
Following the Board of Directors' review of the financial statements, a Board meeting was held for the purpose of presenting and discussing the financial statements. In the meeting on November 28, 2013, the Company's management reviewed the key data of the financial statements. The Company's auditor attended the meeting and responded to the questions of the Board of Directors that were addressed to him (together with the Company's CEO and CFO, who responded to questions addressed to them). At the end of the discussion, the financial statements were approved by unanimous vote by the Board of Directors.
_________________ _________________ Moshe Braaz Haim Shani Director Chairman and CEO
Date: November 28, 2013
(Unaudited)
(unaudited)
| 2 | Review Report |
|---|---|
| 3-4 | Condensed consolidated interim statement of financial position |
| 5 | Condensed consolidated interim statement of operations |
| 6 | Condensed consolidated interim statement of other comprehensive income (loss) |
| 7-8 | Condensed consolidated interim statement of changes in equity |
| 9-11 | Condensed consolidated interim statement of cash flows |
| 12-17 | Notes to the financial statements |
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 at September 30, 2013 and the condensed consolidated interim statements of operations, other comprehensive income (loss), changes in equity and cash flows for the periods of nine and three months then ended. The Board of Directors and management are responsible for the preparation and presentation of the financial information for this interim periods in accordance with IAS 34 "Financial reporting for interim periods", and they are responsible for the preparation for of financial information for this interim periods under Chapter D of the Securities Regulations (Periodic and Immediate Reports) – 1970. Our responsibility is to express a conclusion on the financial information for the interim periods, based on our review.
We prepared our review in accordance with Review Standard No. 1 of the Institute of Certified Public Accountants in Israel "Review of financial information for interim periods performed 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 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 notice which would cause us to think that the above financial information is not 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 notice which would cause us to think 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)
Ramat Gan, November 28, 2013
61 Aba Hillel Silver St. Ramat-Gan 52506 Israel Tel: +972-3-6123939 Fax: +972-3-6125030 e-mail: office@ahcpa.co.il
Amit, Halfon is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
| September | September | September | December |
|---|---|---|---|
| 30, | 30, | 30, | 31, |
| 2013 | 2013 | 2012 | 2012 |
| - 22 - |
| (unaudited) | (unaudited) | (audited) | |||
|---|---|---|---|---|---|
| Convenience translation |
(in thousands) | ||||
| into Euro (1) | NIS | ||||
| Current assets | |||||
| Cash and cash equivalents | 4,744 | 22,647 | 15,110 | 19,013 | |
| Restricted cash | 867 | 4,139 | 3,336 | 3,349 | |
| Marketable securities | 5,331 | 25,446 | 35,899 | 30,686 | |
| Accounts receivable - | |||||
| Trade | 4,128 | 19,701 | 16,096 | 14,702 | |
| Other | 361 | 1,724 | 2,943 | 2,814 | |
| Embedded derivatives | - | - | 666 | 40 | |
| Inventory | 4,409 | 21,047 | 19,495 | 22,297 | |
| Inventory - work in progress | 4,351 | 20,767 | 8,687 | 18,011 | |
| 24,191 | 115,471 | 102,232 | 110,912 | ||
| Non-current assets | |||||
| Long-term deposits | 89 | 424 | 196 | 157 | |
| Property and equipment, net | 8,497 | 40,560 | 40,278 | 40,433 | |
| Intangible assets, net | 8,902 | 42,493 | 30,988 | 34,046 | |
| 17,488 | 83,477 | 71,462 | 74,636 | ||
| 41,679 | 198,948 | 173,694 | 185,548 | ||
Haim Shani Moshe Braaz Yair Itscovich Chairman of the Board of Directors and C.E.O. Director Chief Financial Officer
Approved: November 28, 2013.
(1) See note 1C.
| September 30, 2013 |
September 30, 2013 |
September 30, 2012 |
December 31, 2012 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| Convenience translation into Euro (1) |
(in thousands) | NIS | ||
| Current liabilities Current maturities of long-term |
||||
| loans | 815 | 3,889 | 4,515 | 4,590 |
| Current maturities of bonds Accounts payable - |
2,488 | 11,875 | 18,035 | 17,788 |
| Trade | 3,315 | 15,825 | 18,568 | 30,753 |
| Other | 5,320 | 25,395 | 25,686 | 28,280 |
| Embedded derivatives | 309 | 1,477 | 790 | 1,509 |
| 12,247 | 58,461 | 67,594 | 82,920 | |
| Non-current liabilities | ||||
| Loans from banks and others | 1,664 | 7,941 | 12,757 | 11,063 |
| Bonds | 18,250 | 87,117 | 44,976 | 45,025 |
| Liabilities for benefits to employees, net | 542 | 2,585 | 2,638 | 2,640 |
| 20,456 | 97,643 | 60,371 | 58,728 | |
| Shareholders' equity | ||||
| Share capital | 74 | 352 | 352 | 352 |
| Share premium | 10,598 | 50,588 | 50,588 | 50,588 |
| Capital reserve from translation of | ||||
| foreign operation | (297) | (1,417) | (454) | (957) |
| Company shares held by the company Reserve from a transaction with a |
(1,475) | (7,042) | (6,711) | (7,042) |
| controlling party | 22 | 104 | - | - |
| Retained earnings | 54 | 259 | 1,954 | 959 |
| 8,976 | 42,844 | 45,729 | 43,900 | |
| 41,679 | 198,948 | 173,694 | 185,548 |
(1) See note 1C.
| Unitronics (1989) (R"G) Ltd. | |||||||
|---|---|---|---|---|---|---|---|
| For the nine months period ended September 30, |
For the nine September |
Condensed consolidated interim statement of operations For the three months months period ended period ended 30, September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
|||
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | |||
| Convenience translation into Euro (1) |
NIS | (in thousands) Convenience translation into Euro (1) |
NIS | ||||
| Revenues | 23,473 | 112,044 | 106,621 | 8,287 | 39,558 | 34,876 | 142,126 |
| Cost of revenues | 17,007 | 81,181 | 79,498 | 5,792 | 27,649 | 27,405 | 105,322 |
| Gross profit | 6,466 | 30,863 | 27,123 | 2,495 | 11,909 | 7,471 | 36,804 |
| Development expenses, net Selling & Marketing expenses General & Administrative expenses Other expenses |
943 2,588 1,694 1 |
4,500 12,349 8,084 7 |
3,792 12,351 6,135 - |
239 896 531 - |
1,143 4,275 2,533 - |
1,182 3,981 2,201 - |
5,576 17,616 8,828 - |
| Operating profit | 1,240 | 5,923 | 4,845 | 829 | 3,958 | 107 | 4,784 |
| Financing income Financing expenses |
486 1,873 |
2,319 8,942 |
3,368 6,313 |
263 691 |
1,257 3,300 |
2,489 2,411 |
3,583 7,081 |
| Profit (loss) before tax benefit | (147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,286 |
| Tax benefit | - | - | - | - | - | - | 114 |
| Net profit (loss) for the period | (147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 |
| Profit per 1 ordinary share NIS 0.02 par value (NIS): Basic and diluted profit (loss) per 1 ordinary share |
(0.015) | (0.070) | 0.188 | 0.040 | 0.191 | 0.018 | 0.139 |
| For the nine months period ended September 30, |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
||
|---|---|---|---|---|---|---|---|
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |
| (unaudited) | (unaudited) (unaudited) |
(unaudited) | (audited) | ||||
| (in thousands) | |||||||
| Convenience translation into Euro (1) |
NIS | Convenience translation into Euro (1) |
NIS | ||||
| Net profit (loss) for the period | (147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 |
| Other comprehensive income (loss) Items that may not be classified afterwards to profit or loss |
|||||||
| Actuarial loss | - | - | - | - | - | - | (495) |
| Items that may be reclassified to profit or loss in the future if certain conditions are met - |
|||||||
| Translation of foreign operation | (96) | (460) | 194 | (44) | (213) | (61) | (309) |
| Other comprehensive income (loss) for the period | (96) | (460) | 194 | (44) | (213) | (61) | (804) |
| Comprehensive income (loss) for the period | (243) | (1,160) | 2,094 | 357 | 1,702 | 124 | 596 |
(1) See note 1C.
| Share capital |
Share premium |
Capital reserve from translation of foreign operation |
Company shares held by the company |
Reserve from a transaction with a controlling party |
Retained earnings |
Total | |
|---|---|---|---|---|---|---|---|
| NIS in thousands | |||||||
| Balance at January 1, 2012 (audited) | 352 | 50,588 | (648) | (6,643) | - | 54 | 43,703 |
| Net profit for the year Other comprehensive loss for the year |
- - |
- - |
- (309) |
- - |
- - |
1,400 (495) |
1,400 (804) |
| Total comprehensive profit (loss) for the year | - | - | (309) | - | - | 905 | 596 |
| Purchase of company shares by the company |
- | - | - | (399) | - | - | (399) |
| Balance at December 31, 2012 (audited) | 352 | 50,588 | (957) | (7,042) | - | 959 | 43,900 |
| Net loss for the period Other comprehensive loss for the period |
- - |
- - |
- (460) |
- - |
- - |
(700) - |
(700) (460) |
| Total comprehensive loss for the period Capital benefit arising from a transaction with a controlling party |
- | - | (460) | - | - | (700) | (1,160) |
| - | - | - | - | 104 | - | 104 | |
| Balance at September 30, 2013 (unaudited) | 352 | 50,588 | (1,417) | (7,042) | 104 | 259 | 42,844 |
| Balance at January 1, 2012 (audited) Net profit for the period |
352 - |
50,588 - |
(648) - |
(6,643) - |
- - |
54 1,900 |
43,703 1,900 |
| Other comprehensive profit for the period | - | - | 194 | - | - | - | 194 |
| Total comprehensive profit for the period Purchase of company shares |
- | - | 194 | - | - | 1900 | 2,094 |
| by the company | - | - | - | (68) | - | - | (68) |
| Balance at September 30, 2012 (unaudited) | 352 | 50,588 | (454) | (6,711) | - | 1,954 | 45,729 |
| Balance at July 1, 2013 (unaudited) Net profit for the period |
352 - |
50,588 - |
(1,204) - |
(7,042) - |
104 - |
(1,656) 1,915 |
41,142 1,915 |
| Other comprehensive loss for the period | - | - | (213) | - | - | - | (213) |
| Total comprehensive profit (loss) for the period |
- | - | (213) | - | - | 1,915 | 1,702 |
| Balance at September 30, 2013 (unaudited) | 352 | 50,588 | (1,417) | (7,042) | 104 | (259) | 42,844 |
| Balance at July 1, 2012 (unaudited) Net profit for the period |
352 - |
50,588 - |
(393) - |
(6,643) - |
- - |
1,769 185 |
45,673 185 |
| Other comprehensive loss for the period | - | - | (61) | - | - | - | (61) |
| Total comprehensive profit (loss) for the period |
- | - | (61) | - | - | 185 | 124 |
| Purchase of company shares by the company |
- | - | - | (68) | - | - | (68) |
| Balance at September 30, 2012 (unaudited) | 352 | 50,588 | (454) | (6,711) | - | 1,954 | 45,729 |
| Share capital |
Share premium |
Capital reserve from translation of foreign operation |
Company shares held by the company |
Reserve arising from a transaction with a controlling party |
Retained earnings (loss) |
Total | |
|---|---|---|---|---|---|---|---|
| Convenience translation into Euro (1), in thousands | |||||||
| (unaudited) | |||||||
| Balance at December 31, 2012 (audited) Net loss for the period Other comprehensive loss for the |
74 - |
10,598 - |
(201) - |
(1,475) - |
- - |
201 (147) |
9,197 (147) |
| period | - | - | (96) | - | - | - | (96) |
| Total comprehensive loss for the period |
- | - | (96) | - | - | (147) | (243) |
| Capital benefit arising from a transaction with a controlling party |
- | - | - | - | 22 | - | 22 |
| Balance at September 30, 2013 (unaudited) |
74 | 10,598 | (297) | (1,475) | 22 | 54 | 8,976 |
(1) See note 1C.
| Unitronics (1989) (R"G) Ltd. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed consolidated interim statement of Cash Flows For the nine months period ended September 30, |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
|||
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | ||||
| Convenience translation into Euro (1) |
NIS | (in thousands) Convenience translation into Euro (1) |
NIS | |||||
| Cash flows - operating activities |
||||||||
| Net profit (loss) for the period Adjustments necessary to show the cash flows - operating |
(147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 | |
| activities (Appendix A) | (3,712) | (17,721) | 15,794 | (758) | (3,619) | 12,753 | 20,914 | |
| Cash flows provided by (used in) operating activities Cash flows - investing activities |
(3,859) | (18,421) | 17,694 | (357) | (1,704) | 12,938 | 22,314 | |
| Sale of marketable securities, net |
1,246 | 5,953 | 1,249 | 1,379 | 6,580 | 385 | 7,236 | |
| Purchase of property and equipment | (297) | (1,420) | (817) | (39) | (185) | (327) | (1,396) | |
| Sale of property and equipment | 16 | 77 | - | - | - | - | - | |
| Investment in restricted cash Repayment of restricted cash |
(304) 147 |
(1,454) 700 |
- - |
- - |
- - |
- - |
- - |
|
| Repayment (investment) in long-term deposits | (14) | (65) | (12) | (14) | (68) | 15 | (29) | |
| Investment in intangible assets | (2,456) | (11,724) | (9,855) | (848) | (4,049) | (3,241) | (14,385) | |
| Cash flows provided by (used in) investing activities | (1,662) | (7,933) | (9,435) | 478 | 2,278 | (3,168) | (8,574) | |
| Cash flows - financing activities |
- | |||||||
| Repayment of long-term loans | (692) | (3,307) | (3,298) | (236) | (1,125) | (1,108) | (4,401) | |
| Bonds issue | 10,791 | 51,509 | - | - | - | - | - | |
| Repayment of bonds | (3,777) | (18,031) | (6,251) | (1,338) | (6,388) | (6,251) | (6,251) | |
| Purchase of company shares by the company | - | - | (68) | - | - | (68) | (399) | |
| Cash flows provided by (used in) financing activities | 6,322 | 30,171 | (9,617) | (1,574) | (7,513) | (7,427) | (11,051) | |
| Translation differences in respect of foreign operation cash balances |
(39) | (183) | 1 | (23) | (105) | (50) | (143) | |
| Change in cash and cash equivalents for the period Cash and cash equivalents at beginning of period |
762 3,982 |
3,634 19,013 |
(1,357) 16,467 |
(1,476) 6,220 |
(7,044) 29,691 |
2,293 12,817 |
2,546 16,467 |
|
| Cash and cash equivalents at end of period |
The notes to the condensed consolidated interim financial statements form an integral part thereof.
| Condensed consolidated interim statement of cash flows |
||||||||
|---|---|---|---|---|---|---|---|---|
| For the nine months period ended September 30, |
For the nine months period ended September 30, |
For the three months period ended September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
||||
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | ||
| (unaudited) | (unaudited) | (unaudited) (in thousands) |
(unaudited) | (audited) | ||||
| Convenience translation into Euro (1) |
NIS | 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 Profit from marketable securities, net Change in liabilities for benefits to employees, net Reevaluation of restricted cash |
1,087 (149) (12) (8) |
5,187 (713) (55) (36) |
4,649 (919) 106 (55) |
324 (119) 11 (2) |
1,548 (566) 53 (9) |
1,512 (1,042) 5 (18) |
7,494 (1,693) (191) (68) |
|
| Capital loss Deferred taxes |
1 - |
7 - |
- - |
- - |
- - |
- - |
- (114) |
|
| Exchange rate changes of long-term loans and bonds Reevaluation of embedded derivatives |
307 2 |
1,464 8 |
1,792 (933) |
292 (217) |
1,387 (1,036) |
912 (677) |
860 412 |
|
| Changes in assets and liabilities: | ||||||||
| Decrease (increase) in accounts receivable - trade Decrease (increase) in accounts receivable - other Decrease (increase) in inventory |
(1,094) 182 221 |
(5,224) 870 1,056 |
1,650 (558) (2,903) |
(932) 176 415 |
(4,449) 840 1,981 |
5,610 (1,939) (2,500) |
2,876 (475) (6,656) |
|
| Decrease (increase) in inventory - work in progress |
(582) | (2,777) | (1,316) | (186) | (886) | 10 | (10,661) | |
| Increase (decrease) in accounts payable - trade |
(3,127) | (14,928) | 4,395 | (2) | (11) | 2,000 | 16,578 | |
| Increase (decrease) in accounts payable - other |
(540) | (2,580) | 9,886 | (518) | (2,471) | 8,880 | 12,552 | |
| (3,712) | (17,721) | 15,794 | (758) | (3,619) | 12,753 | 20,914 |
| For the nine months period ended September 30, |
For the nine months period ended September 30, |
For the three months period ended September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
|||
|---|---|---|---|---|---|---|---|
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |
| (unaudited) | (unaudited) | (unaudited) (in thousands) |
(unaudited) | (audited) | |||
| Convenience translation into Euro (1) |
NIS | Convenience translation into Euro (1) |
NIS | ||||
| Appendix B - Non-cash operations Booking a capital benefit arising from a transaction with a controlling party Appendix C - Additional information on cash flows regarding operating activities |
22 | 104 | - | - | - | - | - |
| Cash paid during the period for: | |||||||
| Interest | 1,076 | 5,137 | 4,483 | 650 | 3,101 | 2,170 | 4,600 |
| Taxes on income | 17 | 81 | 81 | 6 | 27 | 27 | 108 |
| Cash received during the period for: Interest and dividend |
234 | 1,119 | 1,127 | 33 | 156 | 171 | 1,400 |
| As of | Israeli CPI | Exchange rate of 1 U.S. dollar |
Exchange rate of 1 Euro |
|---|---|---|---|
| Points (*) | NIS | NIS | |
| September 30, 2013 | 223.80 | 3.537 | 4.7734 |
| September 30, 2012 | 220.84 | 3.912 | 5.0649 |
| December 31, 2012 | 219.80 | 3.733 | 4.9206 |
| Change during the period | % | % | % |
| Nine month ended September 30, 2013 | 1.82 | (5.25) | (2.99) |
| Nine month ended September 30, 2012 | 2.11 | 2.38 | 2.57 |
| Three month ended September 30, 2013 | 0.49 | (2.24) | 1.14 |
| Three month ended September 30, 2012 | 1.14 | (0.28) | 2.70 |
| For the year ended December 31, 2012 | 1.63 | (2.30) | (0.35) |
(*) The index on an average basis of 1993 = 100.
C. Convenience translation in EURO
For the convenience of the reader, the NIS amounts for the last reported period have been translated in EURO by dividing each NIS amount by the representative rate of exchange of the EURO as at September 30, 2013 (EURO 1 = NIS 4.7734).
The translated EURO amounts presented in these financial statements should not be construed as representing amounts receivable or payable in EURO unless otherwise indicated.
A. The interim consolidated financial statements are prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods as set forth in IAS 34 – "Financial reporting for interim periods" including the requirements of disclosure under Chapter D of the Israeli Securities Regulations (Periodic and Immediate Reports) – 1970.
The significant accounting principles and the methods of calculation which were implemented in the preparation of the interim financial statements are identical to those used in the preparation of the last annual financial statements, apart from those mentioned in clause B.
In June 2011, the IASB published IAS 19 (Revised), which is required to be implemented as from January 1, 2013. The principal revisions relate to the accounting treatment of defined benefit plans. The initial implementation of IAS 19 (Revised) has had a negligible impact on the Company's financial statements.
IFRS 10 (hereinafter- IFRS 10) replaces IAS 27 on the subject of the accounting treatment of consolidated financial statements, and it also contains the accounting treatment of structured entities, which were previously dealt with in SIC 12 - the consolidation of special purpose entities.
IAS 27R (hereinafter- IAS 27R) replaces IAS 27 and deals solely with separate financial statements. The existing guidance in respect of separate financial statements remains unchanged within the framework of IAS 27R
The initial implementation of IFRS 10 and of IAS 27R has not had a significant impact on the Company's financial statements
IFRS 13 establishes guidance for the measurement of fair value, to the extent that such measurement is required according to the international standards. IFRS 13 defines fair value as the price that would be received on the sale of an asset or that would be paid on the transfer of a liability in an orderly transaction between market participants at the measurement date. The fair value reflects the ability of a market participant to produce economic benefits by means of the highest and best use of an asset. In addition, IFRS details the characteristics of market participants on which the assumptions have been based in the calculation of the fair value. Fair value measurement is to be based on the assumption that the transaction will take place in the asset's or the liability's principal market, or in the absence of a principal market, in the most advantageous market. The provisions of IFRS 13 are to be applied prospectively as from January 1, 2013, and they do not apply to comparative figures.
The initial implementation of IFRS 13 has not had a significant impact on the Company's financial statements
On June 2011, the IASB published the amendment to International Accounting Standard No. 1 - Presentation of Financial Statements (IAS 1) (hereinafter: "the Amendment").
According to the Amendment, the method for presenting items of other comprehensive income in the financial statements are changed, so that other comprehensive income items, which in the future will be transferred to the statement of operations in subsequent periods, will be presented separately in the statement to comprehensive income items which will never be transferred to the statement of operations.
If the statement of operations and the statement of comprehensive income be presented as one statement, then the amendment changes the name of the statement from "statement of comprehensive income" to "statement of operations and comprehensive income".
The amendment will be applied retroactively for annual periods starting from January 1, 2013, or thereafter.
Accordingly, the Company separated the amounts of other comprehensive income at the statement of other comprehensive income (loss)
A. On January 24, 2013 the Company published a Shelf Offer Report ("Offer Report") in the framework of which the public was offered NIS 53,125,000 par value of bonds (Series 4) of the Company, which were issued at 100% of their par value; the bonds and are linked (principal interest) to the consumer price index for the month of December 2012 (which was published on January 15, 2013). The bonds will be repayable (principal) in six (6) annual unequal installments, which will be paid on January 31 of each of the years of 2015 – 2020 (inclusive), as detailed in the Offer Report. The bonds (Series 4) will bear interest for the unpaid balance of the bonds (Series 4) which will paid in semi-annual equal installments as from July 31, 2013. The proceeds (gross) from the bonds allotted in accordance with the Shelf Offer Report, aggregate NIS 53,125,000 (in total 53,125 bond units (Series 4) were allotted, the annual rate of interest that the bonds bear was set in the tender at 5.4%. The annual effective interest rate is 6.25%.
On January 17, 2013, in the framework of the Shelf Offer Report, the Company engaged in a trust deed for the bonds (Series 4) (hereinafter – "the Trust Deed") according to which it undertook, inter alia, to meet financial covenants of a ratio of the financial debt to net CAP which will not exceed 80% and the ratio of financial debt to EBITDA which will not exceed 10, and a condition that shareholders' equity will not be less than NIS 20 million, including setting a mechanism for updating the interest for exceptional periods from the financial covenants agreed, and circumstances which are grounds for immediate repayment, and all as detailed in the Trust Deed. An examination whether the Company meets its financial covenants will be made twice a year in every calendar year on the date of publishing the financial statements as at June 30 and December 31, as long as the bonds exist and are in circulation. As of 30 June 2013 the Company met its financial covenants.
In addition, the Company undertook to pledge a deposit in an amount of the semi-annual interest on the bonds in favor of the bond holders (Series 4).
B. In March 2013, the Company's Board of Directors approved the adoption of a plan to purchase additional ordinary shares of the Company, based on the financial statements for the year 2012, for an amount not exceeding NIS 2 million, (hereinafter – "March plan"), which replaces a previous plan of the Company on the subject whose unutilized balance expired. March plan is in force up to June 30, 2013.
Correct as at September 30, 2013, the Company is holding 1,676,192 shares, comprising 14.35% of the Company's issued share capital, which were purchased for a total amount of NIS 7,042 thousand (unchanged compared to the previous period).
C. In March 2013 a one-sided one-time waiver of an annual bonus to Mr. Haim Shani, a controlling party and CEO of the Company, for the 2012 year of 7.5% of the profits before tax which aggregated NIS 104 thousand was approved. The waiver was enrolled as capital benefit arising from a transaction with a controlling party.
Below the balances books and the fair value of financial instruments which are not presented in the financial statements according to their fair value Which there is a substantial difference between the carrying amount to fair value as at September 30, 2013:
| Book value | Fair value | |
|---|---|---|
| Financial liabilities (*) | NIS, (in thousands) | |
| Bonds linked to the Israeli CPI | 98,992 | 105,559 |
(*) 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).
As of September 30, 2013, the Company holds financial instruments measured at fair value according to the classifications as follows:
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| NIS, (in thousands) | ||||
| Financial assets at fair value: Marketable securities |
25,446 | - | - | 25,446 |
| Financial liabilities at fair value: Embedded derivatives |
- | 1,477 | - | 1,477 |
During the three-month period ended September 30, 2013, there were no transfers between Level 1 and Level 2, and there were no transfers to or from Level 3.
The Company has sales contracts denominated in currencies which are not the Company's functional currency. These contracts included imbedded derivatives which are measured based on the current spot rates, the yield curve of the relevant currencies and the margins between the currencies.
A. The Group defined the Company's CEO who makes the strategic decisions as the chief operating decision maker, of the Group. 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 CEO examines the segments 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 impairment in the value of assets, where the impairment in value results from a single one time event. Interest revenues and expenses are not included in the results in each of the operating segments examined by senior management.
The business activity in the parking solutions segment presented separately since January 1, 2013 onwards, Including the provision of information in relation to this segment in prior periods also, in accordance with the accounting policy described in paragraph A above.
| For the nine months period ended September 30, |
For the nine period ended September |
For the three months months period ended 30, September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
||||
|---|---|---|---|---|---|---|---|---|
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | ||||
| (in thousands) | ||||||||
| Convenience translation into Euro (1) |
NIS | Convenience translation into Euro (1) |
NIS | |||||
| C. Revenues |
||||||||
| Products System integration projects |
15,016 7,960 |
71,673 37,996 |
70,376 35,795 |
5,115 2,830 |
24,414 13,508 |
23,650 11,088 |
96,375 44,684 |
|
| Parking solutions Other |
425 72 |
2,031 344 |
139 311 |
315 27 |
1,503 133 |
- 138 |
664 403 |
|
| Total revenues | 23,473 | 112,044 | 106,621 | 8,287 | 39,558 | 34,876 | 142,126 | |
| D. Segment results |
||||||||
| Products | 4,421 | 21,103 | 21,584 | 1,545 | 7,377 | 7,183 | 29,558 | |
| System integration projects | 292 | 1,396 | (4,580) | 293 | 1,397 | (2,880) | (6,936) | |
| Parking solutions | (659) | (3,144) | (1,142) | (155) | (739) | (498) | (1,040) | |
| Other Unallocated corporate expenses |
2 (2,816) |
9 (13,441) |
41 (11,058) |
(3) (851) |
(13) (4,064) |
(3) (3,695) |
4 (16,802) |
|
| Operating profit | 1,240 | 5,923 | 4,845 | 829 | 3,958 | 107 | 4,784 | |
| Unallocated financing income (expenses), net |
(1,387) | (6,623) | (2,945) | (428) | (2,043) | 78 | (3,498) | |
| Tax benefit | - | - | - | - | - | - | 114 | |
| Profit (loss) for the period | (147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 |
(1) See note 1C.
Financial data from the interim consolidated financial statements attributed to the company itself
September 30, 2013
(Unaudited)
We reviewed the separate interim financial information presented under Regulation 38D to the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970 of Unitronics (1989) (R"G) Ltd. (hereinafter – "the Company") as at September 30, 2013 and for the periods of nine and three months then ended. The separate financial information is in the responsibility of the Company's Board of Directors and Management. Our responsibility is to express a conclusion on the separate interim financial information for the interim periods, based on our review.
We prepared our review in accordance with Review Standard No. 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 audit opinion.
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)
Ramat Gan, November 28, 2013
61 Aba Hillel Silver St. Ramat-Gan 52506 Israel Tel: +972-3-6123939 Fax: +972-3-6125030 e-mail: office@ahcpa.co.il
Amit, Halfon is a member firm of the PKF International Limited network of legally independent firms and does not accept any responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.
| September 30, 2013 |
September 30, 2013 |
September 30, 2012 |
December 31, 2012 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| (in thousands) | ||||
| Convenience translation into Euro (1) |
NIS | |||
| Current assets Cash and cash equivalents Restricted cash Marketable securities |
3,600 867 5,331 |
17,184 4,139 25,446 |
11,353 3,336 35,899 |
15,019 3,349 30,686 |
| Accounts receivable - Trade Other Accounts receivable - other - |
3,057 239 |
14,593 1,141 |
12,118 2,477 |
11,411 2,173 |
| subsidiaries Embedded derivatives Inventory Inventory - work in progress |
5,048 - 4,041 3,557 25,740 |
24,096 - 19,290 16,978 122,867 |
12,942 666 17,752 7,867 104,410 |
13,665 40 20,081 16,780 113,204 |
| Non-current assets Long-term deposits Property and equipment, net Intangible assets, net |
89 8,381 7,492 15,962 |
424 40,006 35,763 76,193 |
196 39,727 29,077 69,000 |
157 39,831 30,758 70,746 |
| 41,702 | 199,060 | 173,410 | 183,950 | |
| Haim Shani Chairman of the Board of Directors and C.E.O. |
Moshe Braaz Director |
Yair Itscovich Chief Financial Officer |
Approved: November 28, 2013.
(1) See note 1C.
| September 30, 2013 |
September 30, 2013 |
September 30, 2012 |
December 31, 2012 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| Convenience translation into Euro (1) |
(in thousands) | NIS | ||
| Current liabilities | ||||
| Current maturities of long-term loans Current maturities of bonds Accounts payable - |
815 2,488 |
3,889 11,875 |
4,515 18,035 |
4,590 17,788 |
| Trade Other Embedded derivatives |
3,054 3,923 309 |
14,580 18,725 1,477 |
18,121 24,073 790 |
29,116 25,819 1,509 |
| 10,589 | 50,546 | 65,534 | 78,822 | |
| Non-current liabilities Liabilities less assets associated with |
||||
| subsidiaries | 1,681 | 8,027 | 1,776 | 2,500 |
| Loans from banks and others | 1,664 | 7,941 | 12,757 | 11,063 |
| Bonds | 18,250 | 87,117 | 44,976 | 45,025 |
| Liabilities for benefits to employees, net | 542 22,137 |
2,585 105,670 |
2,638 62,147 |
2,640 61,228 |
| Shareholders' equity | ||||
| Share capital | 74 | 352 | 352 | 352 |
| Share premium Capital reserve from translation of |
10,598 | 50,588 | 50,588 | 50,588 |
| foreign operation Company shares held by the company Reserve from a transaction with a |
(297) (1,475) |
(1,417) (7,042) |
(454) (6,711) |
(957) (7,042) |
| controlling party | 22 | 104 | - | - |
| Retained earnings | 54 | 259 | 1,954 | 959 |
| 8,976 | 42,844 | 45,729 | 43,900 | |
| 41,702 | 199,060 | 173,410 | 183,950 |
(1) See note 1C.
| Revenues and expenses | included in the interim consolidated financial statements | |||||||
|---|---|---|---|---|---|---|---|---|
| For the nine months period ended September 30, |
attributed to the company For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three months period ended September |
30, | For the year ended December 31, |
||
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | ||||
| Convenience translation into Euro (1) |
NIS | (in thousands) Convenience translation into Euro (1) |
NIS | |||||
| Revenues | 18,011 | 85,973 | 82,447 | 6,361 | 30,364 | 26,717 | 109,408 | |
| Revenues from subsidiaries | 3,690 | 17,613 | 18,678 | 1,241 | 5,922 | 6,667 | 25,586 | |
| Total revenues | 21,701 | 103,586 | 101,125 | 7,602 | 36,286 | 33,384 | 134,994 | |
| Cost of revenues | 16,445 | 78,492 | 78,662 | 5,432 | 25,930 | 27,152 | 104,814 | |
| Gross profit | 5,256 | 25,094 | 22,463 | 2,170 | 10,356 | 6,232 | 30,180 | |
| Development expenses, net | 467 | 2,229 | 2,953 | 145 | 691 | 862 | 3,862 | |
| Selling & marketing expenses | 1,166 | 5,565 | 6,559 | 438 | 2,091 | 2,043 | 9,181 | |
| General & administrative expenses | 1,234 | 5,891 | 4,540 | 386 | 1,842 | 1,607 | 6,531 | |
| General & administrative expenses to subsidiaries |
126 | 601 | 560 | 58 | 275 | 250 | 723 | |
| Other expenses | 1 | 7 | - | - | - | - | - | |
| Operating profit | 2,262 | 10,801 | 7,851 | 1,143 | 5,457 | 1,470 | 9,883 | |
| Financing income | 568 | 2,709 | 3,307 | 345 | 1,647 | 2,489 | 3,583 | |
| Financing expenses | 1,915 | 9,142 | 6,459 | 775 | 3,702 | 2,714 | 7,160 | |
| Profit (loss) after financing, net |
915 | 4,368 | 4,699 | 713 | 3,402 | 1,245 | 6,306 | |
| The Company's share of subsidiaries loss |
(1,062) | (5,068) | (2,799) | (312) | (1,487) | (1,060) | (5,020) | |
| Profit (loss) before tax benefit | (147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,286 | |
| Tax benefit | - | - | - | - | - | - | 114 |
(1) See note 1C.
Net profit (loss) for the period attributed to the
The additional information to the financial information forms an integral part thereof.
company's shareholders (147) (700) 1,900 401 1,915 185 1,400
| For the nine months period ended September 30, |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three months period ended September |
30, | For the year ended December 31, |
||
|---|---|---|---|---|---|---|---|---|
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | ||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | ||||
| (in thousands) | ||||||||
| Convenience translation into Euro (1) |
NIS | Convenience translation into Euro (1) |
NIS | |||||
| Net profit (loss) for the period attributed to the company's shareholders |
(147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 | |
| Other comprehensive income (loss) Items that may not be classified afterwards to profit or loss - Actuarial loss |
- | - | - | - | - | - | (495) | |
| Items that may be reclassified to profit or loss in the future if certain conditions are met - Translation of foreign operation Other comprehensive income (loss) for the period |
(96) (96) |
(460) (460) |
194 194 |
(44) (44) |
(213) (213) |
(61) (61) |
(309) (804) |
|
| Total comprehensive profit (loss) for the period attributed to the company's shareholders |
(243) | (1,160) | 2,094 | 357 | 1,702 | 124 | 596 |
| attributed to the company | |||||||
|---|---|---|---|---|---|---|---|
| For the nine months period ended September 30, |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three period ended September |
months 30, |
For the year ended December 31, |
|
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | (audited) | |||
| (in thousands) | |||||||
| Convenience translation into Euro (1) |
NIS | Convenience translation into Euro (1) |
NIS | ||||
| Cash flows - operating activities |
|||||||
| Net profit (loss) for the period attributed to the company's shareholders |
(147) | (700) | 1,900 | 401 | 1,915 | 185 | 1,400 |
| Adjustments necessary to show the cash flows - operating activities (Appendix A) |
(2,614) | (12,479) | 18,895 | 4 | 19 | 13,612 | 24,878 |
| Cash flows provided by (used in) operating activities | |||||||
| of the company | (2,761) | (13,179) | 20,795 | 405 | 1,934 | 13,797 | 26,278 |
| Cash flows used in operating activities | |||||||
| from transactions with subsidiaries | (2,186) | (10,431) | (6,117) | (1,207) | (5,761) | (2,825) | (8,840) |
| Cash flows provided by (used in) operating activities | (4,947) | (23,610) | 14,678 | (802) | (3,827) | 10,972 | 17,438 |
| Cash flows - investing activities |
|||||||
| Sale of marketable securities, net | 1,246 | 5,953 | 1,249 | 1,379 | 6,580 | 385 | 7,236 |
| Purchase of property and equipment | (284) | (1,357) | (576) | (40) | (189) | (292) | (1,066) |
| Sale of property and equipment | 16 | 77 | - | - | - | - | - |
| Investment in restricted cash | (304) | (1,454) | - | - | - | - | - |
| Repayment of restricted cash | 147 | 700 | - | - | - | - | - |
| Repayment (investment) of long-term deposits | (14) | (65) | (12) | (14) | (68) | 15 | (29) |
| Investment in intangible assets | (1,728) | (8,250) | (8,580) | (608) | (2,904) | (2,764) | (11,720) |
| Cash flows provides by (used in) investing activities |
(921) | (4,396) | (7,919) | 717 | 3,419 | (2,656) | (5,579) |
| Cash flows - financing activities |
|||||||
| Repayment of long-term loans | (692) | (3,307) | (3,298) | (236) | (1,125) | (1,108) | (4,401) |
| Bonds issue | 10,791 | 51,509 | - | - | - | - | - |
| Repayment of bonds | (3,777) | (18,031) | (6,251) | (1,338) | (6,388) | (6,251) | (6,251) |
| Purchase of company shares by the company | - | - | (68) | - | - | (68) | (399) |
| Cash flows provided by (used in) financing activities |
6,322 | 30,171 | (9,617) | (1,574) | (7,513) | (7,427) | (11,051) |
| Change in cash and cash equivalents for the period |
454 | 2,165 | (2,858) | (1,659) | (7,921) | 889 | 808 |
| Cash and cash equivalents at beginning of period | 3,146 | 15,019 | 14,211 | 5,259 | 25,105 | 10,464 | 14,211 |
| Cash and cash equivalents at end of period | 3,600 | 17,184 | 11,353 | 3,600 | 17,184 | 11,353 | 15,019 |
| attributed to the company | |||||||
|---|---|---|---|---|---|---|---|
| For the nine months period ended September 30, |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three period ended September |
For the year ended December 31, |
||
| 2013 | 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |
| (unaudited) | (unaudited) | (unaudited) (in thousands) |
(unaudited) | (audited) | |||
| Convenience translation into Euro (1) |
NIS | 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 Depreciation and amortization Profit from marketable securities, net Change in liabilities for benefits to employees, net |
1,062 1,061 (149) (12) |
5,068 5,064 (713) (55) |
2,799 4,581 (919) 106 |
312 322 (119) 11 |
1,487 1,537 (566) 53 |
1,060 1,487 (1,042) 5 |
5,020 7,399 (1,693) (191) |
| Capital loss Deferred taxes Exchange rate changes of long-term loans |
1 - |
7 - |
- - |
- - |
- - |
- - |
- (114) |
| and bonds Reevaluation of restricted cash Reevaluation of embedded derivatives |
307 (8) 2 |
1,464 (36) 8 |
1,792 (55) (933) |
291 (2) (217) |
1,387 (9) (1,036) |
912 (18) (677) |
860 (68) 412 |
| Changes in assets and liabilities: | |||||||
| Decrease (increase) in accounts receivable - trade Decrease (increase) in accounts receivable - other Decrease (increase) in inventory Decrease (increase) in inventory - work in progress |
(667) 174 166 (41) |
(3,182) 830 791 (198) |
2,171 (428) (2,637) (624) |
(695) 129 379 95 |
(3,316) 618 1,809 455 |
5,326 (1,795) (2,306) 129 |
2,878 (149) (5,720) (9,537) |
| Increase (decrease) in accounts payable - trade Increase (decrease) in accounts payable - other |
(3,045) (1,465) |
(14,536) (6,991) |
4,241 8,801 |
(72) (430) |
(346) (2,054) |
1,929 8,602 |
15,236 10,545 |
| (2,614) | (12,479) | 18,895 | 4 | 19 | 13,612 | 24,878 |
(1) See note 1C.
| For the nine months period ended September 30, 2013 (unaudited) Convenience translation into Euro (1) - |
For the nine period ended September |
months 30, |
For the three months period ended September 30, |
For the three months period ended September 30, |
For the year ended December 31, |
|||
|---|---|---|---|---|---|---|---|---|
| 2013 | 2012 | 2013 | 2013 | 2012 | 2012 | |||
| (unaudited) | (unaudited) (in thousands) |
(unaudited) | (audited) | |||||
| NIS | Convenience translation into Euro (1) |
NIS | ||||||
| Appendix B - Non-cash operations Capital note to subsidiary |
- | - | - | - | - | 2,000 | ||
| Booking a capital benefit arising from a transaction with a controlling party |
22 | 104 | - | - | - | - | - |
(1) See note 1C.
For the convenience of the reader, the NIS amounts for the last reported period have been translated into EURO by dividing each NIS amount by the representative rate of exchange of the EURO as at September 30, 2013 (EURO 1 = NIS 4.7734).
The translated EURO amounts presented in these financial statements should not be construed as representing amounts receivable or payable in EURO unless otherwise indicated.
The Management, supervised by the Board of Directors of UNITRONICS (1989) (R"G) Ltd. (the "Corporation") is responsible to set and maintain proper internal control over financial reporting and disclosure by the corporation.
For this matter, the Management consists of: HAIM SHANI, Company CEO BAREKET SHANI, Deputy CEO EYAL SABAN, VP YAIR ITZKOVICH, CFO
Internal control over financial reporting and disclosure consists of existing controls and procedures of the Corporation, designed by the general manager and most senior financial officer, or under their supervision, or by those acting in said capacities, under supervision of the Corporation's Board of Directors, which are to provide reasonable certainty with respect to reliability of financial reporting and preparation of reports pursuant to statutory provisions, and to ensure that information which the Corporation is required to disclose in reports issued pursuant to statutory provisions is accumulated, processed, summarized and reported on schedule and in the format prescribed by Law.
Internal control includes, inter alia, controls and procedures which are designated to ensure that information which the Corporation is required to disclose, is accumulated and submitted to corporate's Management, including to the general manager and to the most senior financial officer, or to those acting in said capacities, in order to enable decisions to be made at the appropriate time with regard to the required disclosure.
Due to structural limitations, internal control over financial reporting and disclosure is not designed to provide absolute certainty that misrepresentation or omission of information on the reports would be avoided or discovered.
In the Quarterly Report on The Effectiveness of Internal Control Over Financial Reporting and Disclosure that was attached to the quarterly report for the period ended on June 30, 2013 (hereinafter - the "Last Quarterly Report on Internal Control"), the internal control system in the company was resolved as effective.
Until the reporting date, no event or matter have been brought to the attention of the board of directors and the Management, which could change the assessment of effectiveness of internal control, as it was resolved in the Last Quarterly Report on Internal Control.
As of the date of this report, based on the Last Quarterly Report on Internal Control, and based on information brought to the attention of the board of directors and the Management as stated above, the internal control is effective;
I, HAIM SHANI, certify that:
The foregoing shall not derogate from any of my statutory responsibility, or that of any other person.
November 28, 2013
HAIM SHANI, CEO
____________
internal control over financial reporting and the company's disclosure that occurred during the period between the last reporting date (quarterly or periodic, as the case may be) and this reporting date was brought to my attention
The foregoing shall not derogate from my statutory responsibility, or that of any other person.
November 28, 2013
YAIR ITZKOVICH, CFO
_______________________
The document was prepared solely for the management of Unitronics ltd. (Hereinafter: the "Management", "Unitronics" or the "Company") for the purposes stated herein and should not be relied upon for any other purpose. Unless required by law it shall not be provide to any third party without our prior written consent. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to which the report is disclosed or otherwise made available.
In the course of our analysis, we made use of financial and other information and representations provided to us by the Management or its representatives. We assume such information reliable. The more significant sources of this information are identified in the accompanying report. Our conclusions are dependent on such information being complete and accurate in all material respects; however, we have not examined such information and, accordingly, do not express an opinion or any other form of assurance thereon.
While our work has involved an analysis of financial information and accounting records, our engagement does not include an audit in accordance with generally accepted auditing standards of the existing business records of the Company. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by and on behalf of the Management.
Projections relating to future events are based on assumptions, which may not remain valid for the whole of the relevant period. Particularly, projections are based solely on the information that was available on Valuation Dates, and may differ from projections and/or financial results that were made available later on. Consequently, this information cannot be relied upon to the same extent as that derived from audited accounts for completed accounting periods. We express no opinion as to how closely the actual results will correspond to those projected by the Company.
The valuation is not a precise science and the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgment. Therefore, there is no indisputable single value and we normally express our opinion on the value as falling within a likely range. However, as purpose requires the expression of a single value, we have adopted a value at the mid-point of our valuation range.
Whilst we consider our value/range of values to be both reasonable and defensible based on the information available to us, others may place a different value on the business.
Excluding gross negligence and malice, Financial Immunities and its employees or any other party acting on its behalf, shall not be liable for any loss or damage whatsoever that the Company may suffer, directly or indirectly, as a result of Financial Immunities services.
Without derogating from the previously mentioned, in any event whatsoever, Financial Immunities liability shall be limited to the amount of fees payable by the Company to Financial Immunities in respect with providing its services for preparing the Project.
The Company will indemnify Financial Immunities against all claims by third parties that arise out of or in connection with the Project and/or services rendered under this agreement
Finally, the results of our valuation do not constitute a Solvency Opinion or a Fairness Opinion, and should not be relied upon as such. Furthermore, the analysis we perform should not be taken to supplant any procedures that the Company should undertake in connection with the transaction.
Financial Immunities has no personal interest in the Company, and its fees are not contingent on the conclusions of this opinion.
Sincerely, Financial Immunities Ltd.
| 1. Background 5 | |
|---|---|
| 2. Methodology 8 | |
| 3. Calculation Model 8 | |
| 4. ILS Cash Flow Calculations 9 | |
| 5. Fair Value Calculations 20 | |
| 6. Findings 22 |
Unitronics Company focuses on the design, development, manufacture, marketing, sale and support of mass production line automation products and realization of logistic systems automation projects. The Company signed an agreement with a customer. Under the terms of the agreement, the Company undertook to accomplish a project expected to generate to the Company future cash flows denominated in euro. As of this moment, EUR does not represent the functional currency either for Unitronics or for the customer. Company's experience with the analogous projects indicates that there exists a reasonable probability for deviation of payment terms from the originally scheduled ones.
The table bellow presents the expected payments as reported by the Company:
| Transaction No. | Date of order signing | Inflow in EUR |
|---|---|---|
| SO9024592 | 06/05/2009 | € 10,591,854 |
| SO9024593 | 06/05/2009,07/12/2009 | € 4,497,003 |
| SO9026013 | 29/09/2009,11/12/2009,15/01/2010, 24/03/2010 | € 1,440,190 |
| SO9027063 | 23/12/2009 | € 177,000 |
| SO10027583 | 04/02/2010 | € 137,458 |
| SO9026912 | 17/12/2009,13/01/2010 | € 1,671,892 |
| SO10028957 | 31/05/2010 | € 45,325 |
| SO10029075 | 10/06/2010 | € 85,748 |
| SO10028772 | 16/05/2010 | € 1,726,001 |
| SO10029601 | 28/07/2010 | € 1,158,700 |
| SO10029738 | 12/08/2010 | € 179,575 |
| SO10030086 | 19/09/2010 | € 139,421 |
| SO10030459 | 24/10/2010 | € 48,000 |
| SO10030873 | 28/11/2010 | € 77,649 |
| SO10030874 | 28/11/2010 | € 234,260 |
| SO10031217 | 22/12/2010 | € 21,814 |
| SO10031195 | 21/12/2010 | € 28,093 |
| SO10030475 | 25/10/2010 | € 74,817 |
| SO10031025 | 07/12/2010 | € 41,453 |
| SO10030653 | 08/11/2010 | € 33,000 |
| SO11033018 | 16/03/2011 | € 24,179 |
| SO11033017 | 16/03/2011 | € 32,626 |
| USO1202098 | 24/05/2012 | € 10,238,123 |
| Total | € 32,704,181 |
| 2 0 |
0 9 |
2 0 |
0 1 |
2 0 |
1 1 |
2 0 |
2 1 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cu la ive t mu Ac l tu a |
To l ta Cu la ive t mu |
Ye ar |
2 0 0 9 |
Ye ar |
2 0 1 0 |
Ye ar |
2 0 1 1 |
Ye ar |
2 0 1 2 |
|||
| Tr ion t an sa c No |
Am in t ou n E U R f as o 3 0 0 9 2 0 3 / / 1 |
Ac l Am tu t a ou n in I L S f as o 3 0 0 9 2 0 3 / / 1 |
To l ta Ex d te p ec Am in t ou n I L S |
To l Ac l ta tu a Am in t ou n I L S |
To l ta Ex d te p ec Am in t ou n I L S |
To l Ac l ta tu a Am in t ou n I L S |
To l ta Ex d te p ec Am in t ou n I L S |
To l Ac l ta tu a Am in t ou n I L S |
To l ta Ex d te p ec Am in t ou n I L S |
To l Ac l ta tu a Am in t ou n I L S |
||
| SO 902 459 2 |
€ 1 0, 134 883 , |
₪5 1, 605 444 , |
₪1 4, 577 32 1 , |
₪1 4, 746 628 , |
₪2 9, 747 772 , |
₪2 6, 656 597 , |
₪5 237 501 , , |
₪4 743 947 , , |
₪0 | ₪0 | ||
| SO 902 459 3 |
€ 4 497 003 , , |
₪2 2, 980 597 , |
₪6 918 719 , , |
₪6 875 196 , , |
₪1 1, 682 369 , |
₪1 0, 517 110 , |
₪6 191 981 , , |
₪5 588 291 , , |
₪0 | ₪0 | ||
| SO 902 601 3 |
€ 1 296 171 , , |
₪6 63 1, 183 , |
₪1 384 069 , , |
₪1 395 250 , , |
₪5 67 1, 166 , |
₪5 235 933 , , |
₪0 | ₪0 | ₪0 | ₪0 | ||
| SO 902 706 3 |
€ 1 77, 000 |
₪9 06, 618 |
₪0 | ₪0 | ₪7 19, 572 |
₪6 83, 235 |
₪2 39, 650 |
₪2 23, 383 |
₪0 | ₪0 | ||
| SO 100 275 83 |
€ 1 28, 537 |
₪6 729 44, |
₪0 | ₪0 | ₪5 82, 058 |
₪5 66, 248 |
₪5 6, 00 1 |
₪5 4, 827 |
₪2 4, 760 |
₪2 3, 654 |
||
| SO 902 691 2 |
€ 1 409 140 , , |
₪7 200 670 , , |
₪0 | ₪0 | ₪7 077 563 , , |
₪6 657 687 , , |
₪5 85, 143 |
₪5 42, 983 |
₪0 | ₪0 | ||
| SO 100 289 57 |
€ 3 6, 260 |
₪1 74, 423 |
₪0 | ₪0 | ₪8 6, 233 |
₪8 4, 613 |
₪8 6, 335 |
₪8 9, 81 1 |
₪0 | ₪0 | ||
| SO 100 290 75 |
€ 8 5, 748 |
₪4 28, 740 |
₪0 | ₪0 | ₪2 80, 603 |
₪3 02, 640 |
₪1 16, 978 |
₪1 26, 100 |
₪0 | ₪0 | ||
| SO 100 287 72 |
€ 1 480 80 1 , , |
₪7 335 040 , , |
₪0 | ₪0 | ₪4 938 815 , , |
₪5 139 187 , , |
₪1 572 012 , , |
₪1 705 663 , , |
₪0 | ₪0 | ||
| SO 100 296 01 |
€ 1 158 700 , , |
₪5 829 43 2 , , |
₪0 | ₪0 | ₪2 004 760 , , |
₪2 01 463 1, , |
₪3 728 806 , , |
₪3 817 969 , , |
₪0 | ₪0 | ||
| SO 100 297 38 |
€ 1 63, 642 |
₪8 21, 962 |
₪0 | ₪0 | ₪7 73, 057 |
₪7 96, 804 |
₪2 4, 723 |
₪2 5, 158 |
₪0 | ₪0 | ||
| SO 100 300 86 |
€ 1 39, 42 1 |
₪6 84, 614 |
₪0 | ₪0 | ₪0 | ₪0 | ₪6 79, 862 |
₪6 84, 614 |
₪0 | ₪0 | ||
| SO 100 304 59 |
€ 4 8, 000 |
₪2 40, 000 |
₪0 | ₪0 | ₪0 | ₪0 | ₪2 42, 487 |
₪2 40, 000 |
₪0 | ₪0 | ||
| SO 100 308 73 |
€ 7 7, 649 |
₪3 77, 422 |
₪0 | ₪0 | ₪1 89, 002 |
₪1 82, 273 |
₪1 70, 136 |
₪1 76, 266 |
₪1 8, 897 |
₪1 8, 883 |
||
| SO 100 308 74 |
€ 2 22, 547 |
₪1 08 1, 679 , |
₪0 | ₪0 | ₪5 70, 203 |
₪5 49, 902 |
₪5 13, 285 |
₪5 31, 777 |
₪0 | ₪0 | ||
| SO 100 312 17 |
€ 2 814 1, |
06, 849 ₪1 |
₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪1 02, 697 |
₪1 06, 849 |
||
| SO 100 311 95 |
€ 2 8, 093 |
₪1 33, 000 |
₪0 | ₪0 | ₪0 | ₪0 | ₪1 32, 855 |
₪1 33, 000 |
₪0 | ₪0 | ||
| SO 100 304 75 |
€ 5 9, 853 |
₪2 94, 336 |
₪0 | ₪0 | ₪2 44, 980 |
₪2 37, 162 |
₪5 6, 50 1 |
₪5 7, 174 |
₪0 | ₪0 | ||
| SO 100 310 25 |
€ 3 3, 163 |
₪1 60, 480 |
₪0 | ₪0 | ₪0 | ₪0 | ₪1 60, 228 |
₪1 60, 480 |
₪0 | ₪0 | ||
| SO 100 306 53 |
€ 3 3, 000 |
₪1 67, 134 |
₪0 | ₪0 | ₪0 | ₪0 | 65, 70 ₪1 1 |
67, 134 ₪1 |
₪0 | ₪0 | ||
| SO 110 330 18 |
€ 2 4, 179 |
₪1 20, 000 |
₪0 | ₪0 | ₪0 | ₪0 | ₪1 19, 895 |
₪1 20, 000 |
₪0 | ₪0 | ||
| SO 110 330 17 |
€ 3 2, 626 |
₪1 61, 923 |
₪0 | ₪0 | ₪0 | ₪0 | ₪1 61, 772 |
₪1 61, 923 |
₪0 | ₪0 | ||
| US O1 202 098 |
€ 6 740 557 , , |
₪3 769 558 1, , |
₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪1 4, 118 200 , |
₪1 4, 230 530 , |
||
| € 2 7, 845 970 , |
₪1 39, 855 834 , |
₪2 2, 880 108 , |
₪2 3, 017 074 , |
₪6 4, 568 155 , |
₪5 9, 620 853 , |
₪2 0, 241 852 , |
₪1 9, 350 499 , |
₪1 4, 264 554 , |
₪1 4, 379 917 , |
The following table reports the expected inflows in ILS as of the date of agreement signing and the valuation date (30/09/2013):
| 2013 Year 2013 |
|
|---|---|
| Total Expected Amount in ILS |
Total Actual Amount in ILS |
| ₪6,156,566 | ₪5,458,273 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪487,121 | ₪490,190 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪18,171,931 | ₪17,539,028 |
| ₪24,815,618 | ₪23,487,491 |
An embedded derivative is a derivative that embedded in buy or sales contracts of products or services. In accounting literature, those contracts are also known as "Host Contracts". In Israel, embedded derivatives are often a part of transactions denominated in a currency, which is not the functional currency of a reporting company and/or of transaction counterpart's company (for example, foreign currency derivatives in such transactions as purchases from suppliers, sales to customers, or real estate rent contracts).
According to IAS 39 – "Financial Instruments: Recognition and Management", embedded derivatives have to be separated from host contracts, and treated as separate derivative financial instruments. In particular, embedded derivatives have to be evaluated with respect to their fair value estimated against corresponding profits and losses.
We derive our calculation model from the decision making model. Since the exact date of payment is unknown and there is a probability for a delay, we chose to use the decision tree algorithm.
In accordance with the data obtained from the Company, the probability to each of the scenarios to occur is assumed equal (i. e. 50% probability for each of the scenarios).
The following figure illustrates possible implementation of the introduced above model. More specifically, the figure shows that if payment is made at the originally scheduled date, then no delay will be considered. In contrast, if the payment has not been made on time, we will move to the next point (of the model) – possible payment date next to the initially scheduled one - and then reexamine whether or not the payment is made.
A. Applying decision tree algorithm, we first compute forward rate, which afterward used for calculations of ILS payment equivalent as of the agreement inception date. The forward rate calculations based on the assumption that probability of not receiving payment in time is equal to 50%. Based on its experience with similar projects, the Company estimates possible delay in payment as of up to three months (with respect to the payment terms set forth in the project's schedule). To examine the probability of delay in the payment, we test a number of possible scenarios with different delay lengths (two weeks, month, and so on up to three months, increasing the lag period in 15 days each time). In order to estimate the forward rates, we used the forward rates as of agreement inception dates for each of the future scenario terms (06/05/2009, 29/09/2009, 07/12/2009, 11/12/2009, 17/12/2009, 23/12/2009, 13/01/2010, 15/01/2010, 04/02/2010, 24/03/2010, 16/05/2010, 31/05/2010, 10/06/2010, 28/07/2010, 12/08/2010, 19/09/2010, 24/10/2010, 25/10/2010, 08/11/2010, 28/11/2010, 07/12/2010, 21/12/2010, 22/12/2010, 16/03/2011, 24/05/2012). For example: for the payment expected on 31/05/2010 there is a probability of 50% to be made on this date (in accordance with the future rate determined for the corresponding date), and a probability of 50% to be made during the next three months following after the initially scheduled date (according to the Company).
B. After we estimated the constant ILS inflow for each payment date, we estimate the forward rate for 30/09/2013 (the valuation date). We compute the forward rate for the valuation date in a similar way we do for the agreement inception date. Since such market parameters as interest rate, exchange rate, and others changed over the period between the agreement inception date and the valuation date, values of forward rates for those two dates are not the same.
C. The following table reports payments in ILS for a corresponding agreement inception date:
| Transaction | Date of order signing | Inflow in ILS |
|---|---|---|
| SO9024592 | 06/05/2009 | ₪58,223,101 |
| SO9024593 | 06/05/2009,07/12/2009 | ₪24,793,069 |
| SO9026013 | 29/09/2009,11/12/2009,15/01/2010, 24/03/2010 | ₪7,848,466 |
| SO9027063 | 23/12/2009 | ₪959,222 |
| SO10027583 | 04/02/2010 | ₪710,137 |
| SO9026912 | 17/12/2009,13/01/2010 | ₪9,096,246 |
| SO10028957 | 31/05/2010 | ₪217,864 |
| SO10029075 | 10/06/2010 | ₪397,581 |
| SO10028772 | 16/05/2010 | ₪8,198,013 |
| SO10029601 | 28/07/2010 | ₪5,733,566 |
| SO10029738 | 12/08/2010 | ₪877,536 |
| SO10030086 | 19/09/2010 | ₪679,862 |
| SO10030459 | 24/10/2010 | ₪242,487 |
| SO10030873 | 28/11/2010 | ₪378,036 |
| SO10030874 | 28/11/2010 | ₪1,141,297 |
| SO10031217 | 22/12/2010 | ₪102,697 |
| SO10031195 | 21/12/2010 | ₪132,855 |
| SO10030475 | 25/10/2010 | ₪378,662 |
| SO10031025 | 07/12/2010 | ₪201,261 |
| SO10030653 | 08/11/2010 | ₪165,701 |
| SO11033018 | 16/03/2011 | ₪119,895 |
| SO11033017 | 16/03/2011 | ₪161,772 |
| USO1202098 | 24/05/2012 | ₪50,656,095 |
| Total | ₪171,415,421 |
D. The following tables summarize the data used for the forward rate and ILS payment calculations for corresponding agreement inception date.
| 06/05/2009 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
||||||||||||
| 15/01/2010 5.5147 |
||||||||||||
| 01/03/2010 5.5181 |
||||||||||||
| 01/04/2010 5.5212 |
||||||||||||
| 01/05/2010 | 5.5245 | |||||||||||
| 01/07/2010 | 5.5340 | |||||||||||
| 01/08/2010 | 5.5551 | |||||||||||
| 01/10/2010 | 5.5515 | |||||||||||
| 01/11/2010 | 5.5583 | |||||||||||
| 01/12/2010 5.5654 |
||||||||||||
| 23/12/2010 | 5.5711 | |||||||||||
| 23/03/2011 | 5.5953 |
| 29/09/2009 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||||
| 31/01/2010 | 5.4864 | ||||||||||||
| 31/07/2010 5.4894 |
|||||||||||||
| 30/06/2012 5.5246 |
| 07/12/2009 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||||
| 01/03/2010 | 5.6343 | ||||||||||||
| 01/04/2010 | 5.6325 | ||||||||||||
| 01/05/2010 | 5.6313 | ||||||||||||
| 01/07/2010 | 5.6286 | ||||||||||||
| 01/08/2010 | 5.6271 | ||||||||||||
| 01/10/2010 | 5.6244 |
| 11/12/2009 | |||||||
|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||
| 31/03/2010 | 5.5551 | ||||||
| 31/07/2010 | 5.5511 | ||||||
| 30/06/2012 | 5.5564 |
| 17/12/2009 | |||||||
|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||
| 30/05/2010 | 5.4517 | ||||||
| 30/07/2010 | 5.4499 | ||||||
| 15/08/2010 | 5.4495 | ||||||
| 03/10/2010 | 5.4476 | ||||||
| 19/01/2011 | 5.4484 | ||||||
| 19/04/2011 | 5.4544 |
| 23/12/2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/03/2010 | 5.4202 | |||||||
| 31/05/2010 | 5.4192 |
| 13/01/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 30/05/2010 | 5.3426 | |||||||
| 15/08/2010 | 5.3446 | |||||||
| 19/01/2011 | 5.3544 | |||||||
| 19/04/2011 | 5.3647 |
| 15/01/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 30/03/2010 | 5.3028 | |||||||
| 30/07/2010 | 5.3058 | |||||||
| 30/06/2012 | 5.3182 |
| 04/02/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/03/2010 | 5.1562 | |||||||
| 31/05/2010 | 5.1638 | |||||||
| 01/06/2010 | 5.1639 | |||||||
| 01/08/2010 | 5.1672 | |||||||
| 01/09/2010 | 5.1704 |
| 24/03/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/07/2010 | 5.0034 | |||||||
| 30/09/2010 | 5.0076 | |||||||
| 30/06/2012 | 5.0234 |
Date: 16/05/2010.
| 16/05/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 15/06/2010 | 4.7106 | |||||||
| 15/09/2010 | 4.7171 | |||||||
| 15/10/2010 | 4.7198 | |||||||
| 15/02/2011 | 4.7311 | |||||||
| 03/04/2011 | 4.7366 | |||||||
| 03/07/2011 | 4.7501 |
| 31/05/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/07/2010 | 4.7540 | |||||||
| 30/11/2010 | 4.7600 | |||||||
| 28/02/2011 | 4.7652 |
| 10/06/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/07/2010 | 4.6344 | |||||||
| 31/10/2010 | 4.6388 | |||||||
| 31/12/2010 | 4.6424 | |||||||
| 30/06/2012 | 4.6487 |
| 28/07/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/01/2011 | 4.9512 | |||||||
| 28/02/2011 | 4.9524 | |||||||
| 30/04/2011 | 4.9545 | |||||||
| 31/07/2011 | 4.9586 |
| 12/08/2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 31/08/2010 | 4.8701 | |||||||
| 31/10/2010 | 4.8726 | |||||||
| 31/01/2011 | 4.8772 | |||||||
| 30/04/2011 | 4.8827 |
| 19/09/2010 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||
| 30/11/2010 | 4.8737 | ||||||||||
| 31/01/2011 | 4.8759 |
| 24/10/2010 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||
| 31/12/2010 | 5.0516 |
| 25/10/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
|||||||||||||
| 30/01/2011 | 5.0369 | ||||||||||||
| 28/02/2011 | 5.0367 | ||||||||||||
| 30/04/2011 | 5.0362 | ||||||||||||
| 03/07/2011 | 5.0361 |
| 08/11/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||||
| 31/01/2011 | 5.0215 | ||||||||||||
| 28/02/2011 | 5.0212 | ||||||||||||
| 30/04/2011 | 5.0211 | ||||||||||||
| 31/07/2011 | 5.0234 |
| 28/11/2010 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
||||||||||||
| 30/06/2012 4.8713 |
| 07/12/2010 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||||||
| 07/12/2010 | 4.8273 | |||||||||||
| 15/01/2011 | 4.8327 | |||||||||||
| 30/01/2011 | 4.8327 | |||||||||||
| 15/02/2011 | 4.8329 | |||||||||||
| 30/04/2011 | 4.8344 | |||||||||||
| 30/07/2011 | 4.8385 |
| 21/12/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||||
| 4.7300 |
| 22/12/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
|||||||||||||
| 28/02/2011 4.7108 |
| 16/03/2011 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
|||||||||||||
| 30/04/2011 4.9590 |
Date: 24/05/2012.
| 24/05/2012 | |
|---|---|
| (Original) Date of Payment | Forward Rate |
| 31/05/2012 | 4.8896 |
| 31/08/2012 | 4.8937 |
| 30/09/2013 | 4.9917 |
| 31/01/2013 | 4.9389 |
| 31/01/2013 | 4.9389 |
| 30/04/2013 | 4.9584 |
| 30/04/2013 | 4.9584 |
| 30/09/2013 | 4.9717 |
| 30/04/2013 | 4.9584 |
| 30/09/2013 | 4.9717 |
| 30/09/2013 | 4.9717 |
| 31/07/2013 | 4.9784 |
| 31/01/2014 | 5.0173 |
| 31/03/2014 | 5.0301 |
| 31/05/2012 | 4.8896 |
| 30/09/2012 | 4.8895 |
| 30/09/2013 | 4.9518 |
| 30/04/2013 | 4.9584 |
| 30/09/2013 | 4.9717 |
| 30/09/2013 | 4.9717 |
| 31/07/2013 | 4.9784 |
| 30/09/2013 | 4.9917 |
| 30/09/2013 | 4.9917 |
| 30/11/2013 | 5.0039 |
| 30/11/2013 | 5.0039 |
| 31/01/2014 | 5.0173 |
| 31/03/2014 | 5.0301 |
| 31/05/2012 | 4.8896 |
| 30/09/2012 | 4.8895 |
| 30/09/2013 | 4.9717 |
| 30/09/2013 | 4.9917 |
| 31/07/2013 | 4.9784 |
| 30/09/2013 | 4.9917 |
| 30/11/2013 | 5.0039 |
| 31/01/2014 | 5.0173 |
| 31/05/2014 | 5.0433 |
| 31/07/2014 | 5.0565 |
| 31/05/2012 | 4.8896 |
| 30/09/2012 | 4.9079 |
| 30/09/2012 | 4.8895 |
| 30/09/2013 | 4.9717 |
| 30/09/2013 | 4.9917 |
E. The following tables present the data used for the forward rate and ILS payment calculations for the valuation date (30/09/2013):
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO9024592 | 06/05/2009 | 23/03/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| SO9026013 | 11/12/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| SO9026013 | 11/12/2009 | 31/03/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||||
| SO10027583 | 04/02/2010 | 31/03/2010 | 31/12/2013 | 4.7694 |
SO9026013 15/01/2010 31/03/2011 31/12/2013 4.7694 SO9026013 15/01/2010 31/03/2011 31/12/2013 4.7694 SO9026013 24/03/2010 31/03/2011 31/12/2013 4.7694
| 30/09/2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | ||||||||
| SO9026912 | 17/12/2009 | 19/01/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 17/12/2009 | 19/01/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 13/01/2010 | 19/01/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 17/12/2009 | 19/04/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 17/12/2009 | 19/04/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 13/01/2010 | 19/04/2011 | 31/12/2013 | 4.7694 | ||||||||
| SO9026912 | 13/01/2010 | 19/04/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10028957 | 31/05/2010 | 28/02/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||||
| SO10029075 | 10/06/2010 | 31/03/2011 | 31/12/2013 | 4.7694 | |||||||
| SO10029075 | 10/06/2010 | 31/03/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10028772 | 16/05/2010 | 03/04/2011 | 31/12/2013 | 4.7694 |
| SO10028772 | 16/05/2010 | 03/07/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10029738 | 12/08/2010 | 30/04/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10030874 | 28/11/2010 | 31/03/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10030475 | 25/10/2010 | 30/04/2011 | 31/12/2013 | 4.7694 |
| SO10030475 | 25/10/2010 | 03/07/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10031025 | 07/12/2010 | 30/04/2011 | 31/12/2013 | 4.7694 |
| SO10031025 | 07/12/2010 | 30/07/2011 | 31/12/2013 | 4.7694 |
| 30/09/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| USO1202098 | 24/05/2012 | 30/04/2013 | 31/10/2013 | 4.7714 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/10/2013 | 4.7714 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 4.7657 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/10/2013 | 4.7714 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7706 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7706 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 4.7682 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 4.7657 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7706 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 4.7682 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 4.7628 |
| USO1202098 | 24/05/2012 | 31/07/2014 | 31/07/2014 | 4.7603 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 31/12/2013 | 4.7694 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 4.7628 |
The fair value for 30/09/2013 computed as the difference between multiples of expected payment and forward rate on agreement inception date, and multiples of expected payment and forward rate on the valuation date. Each of the obtained results (profit/loss), discounted by risk free rate estimated for the corresponding period. This value discounted to 30/09/2013 by risk free rate matching to this period.
| Contract Inception Date |
EUR/ILS Exchange Rate |
|---|---|
| 06/05/2009 | 5.5069 |
| 29/09/2009 | 5.4968 |
| 07/12/2009 | 5.6437 |
| 11/12/2009 | 5.5644 |
| 17/12/2009 | 5.4603 |
| 23/12/2009 | 5.4274 |
| 13/01/2010 | 5.3439 |
| 15/01/2010 | 5.3050 |
| 04/02/2010 | 5.1542 |
| 24/03/2010 | 4.9991 |
| 16/05/2010 | 4.7132 |
| 31/05/2010 | 4.7564 |
| 10/06/2010 | 4.6363 |
| 28/07/2010 | 4.9471 |
| 12/08/2010 | 4.8735 |
| 19/09/2010 | 4.8749 |
| 24/10/2010 | 5.0606 |
| 25/10/2010 | 5.0465 |
| 08/11/2010 | 5.0291 |
| 28/11/2010 | 4.8745 |
| 07/12/2010 | 4.8392 |
| 21/12/2010 | 4.7342 |
| 22/12/2010 | 4.7147 |
| 16/03/2011 | 4.9630 |
| 24/05/2012 | 4.8359 |
F. The following table and figure show the risk free rate curve we use to define discount rate in the implemented model.
| 30/09/2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 |
| Rate of Return |
1.02% | 1.02% | 1.02% | 1.03% | 1.03% | 1.03% | 1.03% | 1.03% | 1.04% | 1.04% | 1.04% | 1.05% |
| Transaction Volume |
Expected CF in ILS |
CF in ILS | ||||
|---|---|---|---|---|---|---|
| Transaction | Balance in | Balance as | Balance as | Fair Value as | ||
| Transaction No. |
Volume in EUR |
Expected CF in ILS |
EUR as of 30/09/2013 |
of 30/09/2013 |
of 30/09/2013 |
of 30/09/2013 |
| SO9024592 | € 10,591,854 | ₪58,223,101 | € 456,971 | ₪2,503,941 | ₪2,179,480 | ₪(324,461) |
| SO9024593 | € 4,497,003 | ₪24,793,069 | € 0 | ₪0 | ₪0 | ₪0 |
| SO9026013 | € 1,440,190 | ₪7,848,466 | € 144,019 | ₪793,232 | ₪686,886 | ₪(106,346) |
| SO9027063 | € 177,000 | ₪959,222 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10027583 | € 137,458 | ₪710,137 | € 8,922 | ₪47,317 | ₪42,550 | ₪(4,767) |
| SO9026912 | € 1,671,892 | ₪9,096,246 | € 262,752 | ₪1,433,540 | ₪1,253,172 | ₪(180,368) |
| SO10028957 | € 45,325 | ₪217,864 | € 9,065 | ₪45,296 | ₪43,235 | ₪(2,061) |
| SO10029075 | € 85,748 | ₪397,581 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10028772 | € 1,726,001 | ₪8,198,013 | € 245,200 | ₪1,200,065 | ₪1,169,459 | ₪(30,606) |
| SO10029601 | € 1,158,700 | ₪5,733,566 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10029738 | € 179,575 | ₪877,536 | € 15,933 | ₪79,756 | ₪75,991 | ₪(3,765) |
| SO10030086 | € 139,421 | ₪679,862 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030459 | € 48,000 | ₪242,487 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030873 | € 77,649 | ₪378,036 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030874 | € 234,260 | ₪1,141,297 | € 11,713 | ₪57,809 | ₪55,864 | ₪(1,945) |
| SO10031217 | € 21,814 | ₪102,697 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10031195 | € 28,093 | ₪132,855 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030475 | € 74,817 | ₪378,662 | € 14,964 | ₪77,180 | ₪71,369 | ₪(5,811) |
| SO10031025 | € 41,453 | ₪201,261 | € 8,291 | ₪41,033 | ₪39,541 | ₪(1,492) |
| SO10030653 | € 33,000 | ₪165,701 | € 0 | ₪0 | ₪0 | ₪0 |
| SO11033018 | € 24,179 | ₪119,895 | € 0 | ₪0 | ₪0 | ₪0 |
| SO11033017 | € 32,626 | ₪161,772 | € 0 | ₪0 | ₪0 | ₪0 |
| USO1202098 | € 10,238,123 | ₪50,656,095 | € 3,680,383 | ₪18,365,964 | ₪17,550,863 | ₪(815,101) |
| € 32,704,181 | ₪171,415,421 | € 4,858,212 | ₪24,645,134 | ₪23,168,412 | ₪(1,476,722) |
The table below presents the Fair Value as of 30/09/2013:
PRESS RELEASE Airport City, Israel, November 28, 2013
UNITRONICS (1989) (R"G) LTD.
Airport City, Israel - November 28, 2013 - 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 designs, develops, produces and markets Programmable Logic Controllers (PLCs), the computer 'brains' that enable control of automated production lines, storage systems and machines. Unitronics' products include controllers designed to enable bi-directional man-machine interaction through simple user-friendly interface (including integrated graphic operator interface), as well as products embedded with Internet and Intranet capabilities, intended for remote diagnostics and communications on the Internet and Ethernet/LAN levels, and GSM enabled PLC's designed to allow remote control and m-commerce solutions. Unitronics' international distribution network composes of approximately 140 distributors and sales representatives spanning Europe, America, Israel and the Far East, as well as most of the states of the USA, whose efforts are coordinated and supported through Unitronics' wholly owned US subsidiary, Unitronics, Inc.
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: September 30 th , for the year: 2013. 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) |
|
| First Year | |||||||||
| 11,875 | 5,269 | ||||||||
| Second | |||||||||
| Year | 18,637 | 4,416 | |||||||
| Third Year | |||||||||
| 18,637 | 3,380 | ||||||||
| Fourth Year | |||||||||
| 18,637 | 2,344 | ||||||||
| Fifth Year | |||||||||
| and So On | 33,806 | 2,753 | |||||||
| Total | 101,592 | 18,162 |
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) |
|
| First Year | 71 | 6 | |||||||
| Second Year |
25 | 1 | |||||||
| Third Year | - | - | |||||||
| Fourth Year | - | - | |||||||
| Fifth Year and So On |
- | - | |||||||
| Total | 96 | 7 |
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) |
|
| First Year | 3,432 | 386 | 287 | ||||||
| Second | |||||||||
| Year | 1,793 | 386 | 217 | ||||||
| Third Year | 838 | 386 | 175 | ||||||
| Fourth Year | 838 | 386 | 140 | ||||||
| Fifth Year | |||||||||
| and So On | 3,193 | 96 | 459 | ||||||
| Total | |||||||||
| 10,094 | 1,640 | 1,278 |
| D. | Bank credit – | from banks abroad ("Solo" report) (in NIS thousands) | ||||
|---|---|---|---|---|---|---|
| -- | ---- | --------------- | -- | -- | ------------------------------------------------------ | -- |
| Fund Payments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
|
| 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) |
|
| First Year | |||||||||
| 11,875 | 71 | 3,432 | 386 | 5,562 | |||||
| Second | |||||||||
| Year | 18,637 | 25 | 1,793 | 386 | 4,634 | ||||
| Third Year | 18,637 | - | 838 | 386 | 3,555 | ||||
| Fourth Year | 18,637 | - | 838 | 386 | 2,484 | ||||
| Fifth Year | |||||||||
| and So On | 33,806 | - | 3,193 | 96 | 3,212 | ||||
| Total | |||||||||
| 101,592 | 96 | 10,094 | 1,640 | 19,447 |
| Fund Payments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| NIS Index Linked |
NIS Index Unlinked |
Euro | USD | --- | --- | --- | Other | Gross Interest Payment (Without Tax Deduction) |
|
| 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) |
|
| 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) |
|
| First Year | |||||||||
| Second | |||||||||
| Year | |||||||||
| Third Year | |||||||||
| Fourth Year | |||||||||
| Fifth Year | |||||||||
| and So On | |||||||||
| Total |
Respectfully,
Unitronics (1989) (R"G) Ltd.
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