Quarterly Report • Aug 29, 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 | Financial Position | 5 |
| 2 | Operating Results | 6 |
| 3 | Liquidity and Sources of Financing | 10 |
| 4 | Qualitative Report Concerning Exposure to Market Risks and Methods of Managing Them |
10 |
| 5 | Acquisition Plans | 10 |
| 6 | Consolidated Linkage Bases Report | 11 |
| 7 | Sensitivity Tests on Financial Instruments | 12 |
| 8 | Dedicated Disclosure to the Debenture Holders | 14 |
| 9 | Quarterly Report on the Balance of the Company's Liabilities by Repayment Dates |
18 |
| 10 | Projected Cash Flow | 18 |
| 11 | Details of the Approval Process of the Company's Financial Statements |
18 |
| 1 | Review Report | 23 |
|---|---|---|
| 2 | Condensed Interim Consolidated Statement of Financial Position |
24 |
| 3 | Condensed Interim Consolidated Statement of Income | 26 |
| 4 | Condensed Interim Consolidated Statement of | 27 |
| Comprehensive Income | ||
| 5 | Condensed Interim Consolidated Statement of Changes in | 28 |
| Shareholders' Equity | ||
| 5 | Condensed Interim Consolidated Statement of Cash Flow | 30 |
| 6 | Notes to the Financial Statements | 33 |
| Financial data taken from the Condensed Interim |
39 | |
| Consolidated Financial Statements attributed to the |
||
| Company itself - Special Report Pursuant to Regulation 38d | ||
| (unaudited) | ||
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).
On May 26, 2013, the Board of Directors approved the condensed interim financial statements as of March 31, 2013, pursuant to which the threshold conditions for the buyback of the Company's shares, as set out in the Companies Law, 1999, have not been met. Therefore, the Company's management informed the Board of Directors that additional shares of the Company will not be acquired under a plan for the buyback of the Company's shares, which began on March 26, 2013 and expired on June 30, 2013 (for details, see immediate report on the approval of the purchase plan, which included herein by way of reference, dated August 30, 2012, Ref. No. 2013-01-015298).
As of the date of publication of this report, the Company holds a total of 1,676,192 shares (of 11,678,504 existing ordinary shares in the Company's issued share capital). As long as these shares remain under the ownership of the Company, the shares are "dormant shares" as the term is defined in the Companies Law, 1999. For details regarding previous buyback plans adopted by the Company in previous years, see section 2.1.2.8 of Chapter B of the Periodic Report.
On May 1, 2013 the Company decided to discontinue using the services of a market maker in the Company's shares on the Tel Aviv Stock Exchange. An appropriate notice was delivered to the Company's market maker. In accordance with the agreement, the Company's market maker continued to carry out market making in the Company's shares on the Tel Aviv Stock Exchange until June 15, 2013 (For additional details see the company's Immediate Report of an Event or Matter Outside the Ordinary Course of Business dated May 1, 2013, included herein by way of reference, Ref. No. 2013-01- 8050824).
On June 11, 2013 the Company entered into an agreement for market making in the Company's shares listed on the Tel Aviv Stock Exchange with Israel Brokerage and Investments I.B.I. Ltd. ("IBI"). The term of the market making agreement is one year from the date of receipt of approval by the Tel Aviv Stock Exchange for market making in the Company's securities by IBI, and it will be automatically extended each year for an additional one-year term (for additional details, see the Company's Immediate Report of an Event or Matter Outside the Ordinary Course of Business dated June 11, 2013, included herein by way of reference, Ref. No. 2013-01-061794). On June 12, 2013, the Tel Aviv Stock Exchange gave its approval.
On August 25, 2013, the Company paid the fifth installment out of five of the debentures Fund (Series 2), issued by the Company under the 2006 Prospectus. Following this payment, no debentures (Series 2) remain outstanding (for details see immediate report on the Capital and Registered Securities of the Corporation and Changes Therein, included herein by way of reference, dated 25 August 2013, reference No. 2013 - 01- 155076)
The total assets per the consolidated balance sheet of the Company as of June 30, 2013, increased to approx. NIS 206.707 million compared with approx. NIS 185.548 million as of December 31, 2012. This increase primarily stems from the increase in the balance of cash and cash equivalents as set forth below.
The cash, cash equivalents and marketable securities items recorded an increase, and together they amounted to approx. NIS 61.151 million as of June 30, 2013, compared with approx. NIS 49.699 million as of December 31, 2012. This increase mainly stems from positive cash flows from financing activities, which including the issuance of debentures (Series 4), net of cash flows that were used in operating activities and in investment activities, as explained in Paragraph 3 below.
An increase was recorded in the inventory of work in progress, which stood at approx. NIS 19.891 million as of June 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 39.494 million as of June 30, 2013, compared with approx. NIS 34.046 million as of December 31, 2012. The increase is mainly attributable to the recording of Company development assets in respect of which the development costs satisfy the conditions for recognition as an intangible asset, offset by current amortization.
A decrease was recorded in trade payables, which amounted to approx. NIS 15.839 million as of June 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.
Liabilities in respect of embedded derivatives (net) increased to NIS 2.513 million as of June 30, 2013, compared with NIS 1.469 million as of December 31, 2012. Most of the growth stems from expectations for depreciation in the Euro's value against the NIS. The Company has sale contracts which are denominated in currencies other than the Company's functional currency. These contracts include embedded derivatives in foreign currency.
The non-current liabilities as of June 30, 2013, totaled approx. NIS 96.837 million, compared with NIS 58.728 million as of December 31, 2011. The decrease in noncurrent liabilities stems from the issuance of NIS 53.125 million par value debentures (Series 4), offset by the first installment out of five of debenture principal (Series 3).
An increase was recorded in the Company's working capital, which totaled approx. NIS 57.376 million as of June 30, 2013, compared with approx. NIS 27.992 million as of December 31, 2012. This increase primarily stems from an increase in the balance of cash and cash equivalents and in the inventory of work in progress offset by a decrease in trade payables as specified in this section above.
The Company's shareholders' equity decreased to approx. NIS 41.144 million as of June 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.
There was little change in the Company's revenues in the first half of 2013 compared to the first half of 2012 and they totaled approx. NIS 72.486 million, compared with approx. NIS 71.745 million (an increase of approx. 1%). The Company's revenues in the quarter ended June 30, 2013, came to approx. NIS 40.093 million, compared with approx. NIS 37.158 million in the same quarter of 2012 (an increase of approx. 8%). The increase in revenues in the second quarter stems from revenues generated by the systems segment, as detailed below.
Company revenues from the products segment in the quarter ended June 30, 2013, amounted to approx. NIS 23.970 million, an increase of approx. 1% compared with approx. NIS 23.829 million in the corresponding quarter of 2012. Revenues from the products segment in the first half of 2013 amounted to approx. NIS 47.260 million, an increase of approx. 1% compared with approx. NIS 46.726 million in the first half of 2012.
Revenues from the systems segment in the quarter ended June 30, 2013, amounted to approx. NIS 15.626 million, an increase of approx. 19% compared with approx. NIS 13.098 million in the corresponding quarter of 2012. Revenues from the systems segment in the firsts half of 2013 amounted to approx. NIS 24.488 million, approx. 1% down from approx. NIS 24.707 million in the corresponding half of 2012. The changes in revenues from the systems segment stems 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 392,000 in the quarter ended on June 30, 2013, compared with approx. NIS 139,000 in the same quarter of 2012. Revenues from the parking solutions segments in the first half of 2013 totaled approx. NIS 528,000 compared to approx. NIS 139,000 in the first half of 2012.
Revenues from the products segment in the quarter ended June 30, 2013, accounted for some 60% of total Company revenues in this quarter, revenues from the systems segment in the same period accounted for some 39% of total revenues and revenues from the parking solutions segments accounted for 1% of revenues for the period. In the same period of 2012, revenues from the products segment were 64% of total Company revenues for the period, revenues from the systems segment accounted for 35% of total revenues and revenues from the parking solutions segment were less than 1% of total revenues for the period. 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.
The total gross profit in the quarter ended June 30, 2013, amounted to approx. NIS 11.171 million (about 28% of the revenues for the period), compared with approx. NIS 10.364 million in the corresponding quarter of 2012 (about 28% of revenues for the period). Total gross profit in the first half of 2013 amounted to approx. NIS 18.652 million (about 26% of revenues for the period), compared with approx. NIS 19.652 million in the corresponding half of 2012 (about 27% of revenues for the period).
The change in the gross profit margins stems mainly from a change in overall 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 June 30, 2013, amounted to approx. NIS 1.103 million, compared with approx. NIS 1.287 in the corresponding quarter of 2012. Net development costs in the first half of 2013 amounted to approx. NIS 3.357 million, compared with approx. NIS 2.610 million in the first half of 2012. In addition, during the reporting period, an intangible asset in respect of development costs was recognized in the amount of approx. NIS 7.549 million, compared with NIS 6.652 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 June 30, 2013, and it came to approx. NIS 4.193 million (about 10% of revenues), compared with approx. NIS 4.4019 million (about 11% of revenues) in the corresponding quarter of 2012. Selling and marketing expenses in the first half of 2013 came to approx. NIS 8.074 million (about 11% of revenues), compared with approx. NIS 8.370 million (about 12% of revenues) in the same half of 2012.
General and administrative expenses grew in the quarter ended June 30, 2013, and they amounted to approx. NIS 2.850 million, compared with approx. NIS 2.301 million in the corresponding quarter of 2012, and in the first half of 2013 it amounted to approx. NIS 5.551 million, compared with approx. NIS 3.934 million in the first half 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 half 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.
There was no material change in the operating profit for the quarter ended June 30, 2013, and it amounted to approx. NIS 3.025 million (about 10% of revenues), compared to an operating profit of approx. NIS 2.757 million in the corresponding quarter of 2012 (approx. 7% of revenues).
In the first half of 2013, there was a decrease in the operating profit, which amounted to approx. NIS 1.965 million, compared with an operating profit of approx. NIS 4.738 million in the second quarter of 2012. The decrease in the operating profit posted in the first half of 2013 primarily stems from lower gross profit and an increase in development expenses, net and in administrative and general expenses, as set forth above.
Net financing expenses in the quarter ended June 30, 2013, amounted to approx. NIS 1.612 million, compared with net financing expenses of approx. NIS 2.605 million in the second quarter of 2012. Net financing expenses in the first half of 2013 amounted to approx. NIS 4.580 million, compared with net financing expenses of approx. NIS 3.023 million in the first half of 2012.
Most of the increase in this item stems from an increase in revaluation expenses in respect of embedded derivatives, which was the result of an expected depreciation in the Euro against the NIS and 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 YoY decrease in long-term credit costs, due to the decline in the Euro against the NIS in the reported period.
In the reported quarter, the Company posted a net profit totaling approx. NIS 1.413 million (4% of revenues), compared to a profit of approx. NIS 152,000 in the corresponding quarter of 2012 (less than 1% of revenues). In the first half of 2013, the Company posted a loss totaling approx. NIS 2.615 million (about 2% of revenues), compared with a profit of approx. NIS 1.715 million (about 8.5% of revenues) in the corresponding half of 2012.
The changes in the profit and loss results in the reported periods stem, in the Company's opinion, from the decrease in profit and loss from operating activities and an increase in financing expenses, 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 prior 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, which generated a profit of approx. NIS 6.933 million in the reporting quarter, compared with a profit of approx. NIS 7.359 million in the corresponding quarter of 2012. The results of the Products Segment in the first half of 2013 came to approx. NIS 13.726 million, compared with a profit of approx. NIS 14.401 million in the first half of 2012. Most of the change in the results of the products segment in the reported six months, 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 of sales against the NIS, offset by lower selling and marketing expenses attributed to this segment.
The results of the Systems Segment amounted to a loss of approx. NIS 1.388 million in the reported quarter, compared with a loss of approx. NIS 478,000 in the second quarter of 2012. The results of the Systems Segment amounted to a profit of less than NIS 1,000 in the first half of 2013, compared with a loss of approx. NIS 1.700 million in the first half 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, with a higher gross profit margin, offset by fixed expenses, which are required for continued operation and support in this segment.
The operating results of the Parking Solutions Segment decreased to a loss of approx. NIS 1.243 million in the reported quarter, compared with a loss of approx. NIS 219,000 in the second quarter of 2012. The results of the Parking Solutions Segment amounted to a loss of approx. NIS 2.405 million in the first half of 2013, compared with a loss of approx. NIS 644,000 in the first half of 2012. The change in segment results in the reported period, in the Company's opinion, is primarily attributable to from an increase in the fixed expenses required for the continued operation and support The increase in the segment's results stems, in the Company's opinion, from a YoY increase in revenues from the construction of systems, with a higher gross profit margin, offset by fixed expenses, which are required for continued operation and support in this segment, the pace of progress in parking solution projects and different gross profit margins across segments, in line with the Company's plans.
The balance of cash, cash equivalents and marketable securities of the Company, as of June 30, 2013, totaled approx. NIS 61.151 million, compared with approx. NIS 49.699 million as of December 31, 2012. Most of the increase in this item stems from positive cash flow generated by financing activities, offset by negative cash flow used in operating and investment activities, as explained below.
The cash flow from operating activities in the quarter ended June 30, 2013, amounted to a negative cash flow of approx. NIS 1.105 million. Net negative cash flow stemmed from changes in assets and liability items (mainly a decrease in trade payables offset by a decrease in inventory of work in progress), offset by profit for the quarter and net of expenses no involving cash flows. In the first half of 2013, the cash flow from operating activities amounted to a negative cash flow of approx. NIS 16.717 million. The negative cash flow stemmed from changes in asset and liability items (an increase in trade payables and in increase in inventory of work in progress) and the loss for the sixmonth period net of expenses not involving cash flows.
Cash flows used in investment activities in the quarter ended June 30, 2013, amounted to approx. NIS 4.621 million. In the first half of 2013, cash flows used in investment activities amounted to a negative cash flow of approx. NIS 10.211 million. The negative cash flow was mainly due to the recording of investments in development assets during the period.
The cash flow used for financing activities in the quarter ended June 30, 2013, amounted to approx. NIS 1.046 million. In the first half of 2013, cash flows used in financing activities amounted to approx. NIS 37,384 million. The positive cash flow primarily stems from the issuance of debentures (Series 4) offset by the first of five installments of debentures (Series 3).
On June 30, 2013, total credit lines available to the Company for its operating activities amounted to approx. NIS 30.2 million. As of June 30, 2013, NIS 29.8 million of the credit facility was utilized 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.
For details on the Company's acquisition programs that it reported during the reporting period or which are in effect during the reporting period, see Paragraph 3.1 of Chapter A above.
| As of June 30, 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Israeli Currency Foreign Currency |
||||||||
| Non | ||||||||
| In Other | Monetary | |||||||
| Unlinked | CPI-Linked | In EURO | In USD | Currencies | Balances | Total | ||
NIS in Thousands
| Cash and cash equivalents |
10,662 | - | 5,779 | 13,250 | - | - | 29,691 |
|---|---|---|---|---|---|---|---|
| Cash limited in use | 4,130 | - | - | - | - | - | 4,130 |
| Marketable securities |
15,789 | 15,624 | - | 47 | - | - | 31,460 |
| Trade and income receivable |
4,274 | - | 5,998 | 5,093 | - | - | 15,365 |
| Accounts receivable |
1,215 | - | - | 21 | - | 1,338 | 2,574 |
| Inventory | - | - | - | - | - | 22,993 | 22,993 |
| Inventory of work in progress |
- | - | - | - | - | 19,891 | 19,891 |
| Long-term deposits |
- | - | - | - | - | 351 | 351 |
| Fixed assets | - | - | - | - | - | 40,758 | 40,758 |
| Intangible assets | - | - | - | - | - | 39,494 | 39,494 |
| Total assets | 36,070 | 15,624 | 11,777 | 18,411 | - | 124,825 | 206,707 |
| Short-term loans and current |
|||||||
|---|---|---|---|---|---|---|---|
| maturities of long term loans |
69 | - | 3,930 | 395 | - | - | 4,394 |
| Current maturities of debentures |
- | 18,013 | - | - | 18,013 | ||
| Suppliers and service providers |
8,371 | - | 2,862 | 4,592 | 11 | - | 15,836 |
| Embedded derivatives |
- | - | 2,513 | - | - | 2,513 | |
| Accounts payable and credit balances |
6,916 | - | - | 484 | - | 20,572 | 27,972 |
| Long-term loans from banks and others |
43 | - | 7,078 | 1,381 | - | - | 8,502 |
| Debentures | - | 85,803 | - | - | - | - | 85,803 |
| Liabilities due to employee benefits, net |
- | - | - | - | - | 2,532 | 2,532 |
| Total liabilities | 15,399 | 103,816 | 16,383 | 6,852 | 11 | 23,104 | 165,565 |
| Net assets (liabilities) |
20,671 | ( 88,192) | ( 4,606 ) | 11,559 | ( 11) | 101,721 | 41,142 |
The Company conducted, as of the balance sheet date, 5 sensitivity tests in respect of changes within an upper and lower range of 5% and 10% in market factors. The market factor tests 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 | |||
| 10% | 5% | Fair Value | - 5% |
- 10% |
|
| NIS to \$ | 3.980 | 3.799 | 3.618 | 3.437 | 3.256 |
| Cash and cash | |||||
| equivalents | 1,325 | 663 | 13,250 | ) ( 663 |
( 1,325 ) |
| Marketable | |||||
| securities | 5 | 2 | 47 | )2( | )5( |
| Trade and income | |||||
| receivable | 509 | 255 | 5,093 | ) ( 255 |
( 509 ) |
| Accounts | |||||
| receivable | 2 | 1 | 21 | )1( | )2( |
| Current maturities | |||||
| of loans | 40( ) |
20( ) |
) ( 395 |
20 | 40 |
| Trade payable | ( 459) |
( 230 ) |
( 4,592 ) |
230 | 459 |
| Accounts payable | |||||
| and accruals | 48( ) |
24( ) |
) ( 484 |
24 | 48 |
| Long-term loans | ( 138) | 69( ) | ( 1,381) | 69 | 138 |
| Total | 1,156 | 578 | 11,559 | ( 578) | ( 1,156) |
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 | NIS in | Profit (Loss) on Change, NIS | |||
|---|---|---|---|---|---|
| in Thousands | Thousands | in Thousands | |||
| 10% | 5% | Fair Value | 5%- | - 10% |
|
| NIS to Euro | 5.192 | 4.956 | 4.720 | 4.484 | 4.248 |
| Cash and cash equivalents |
578 | 289 | 5,779 | ) ( 289 |
( 578 ) |
| Trade and income receivable |
600 | 300 | 5,998 | ) ( 300 |
( 600 ) |
| Current maturities of loans |
( 393) |
( 197 ) |
( 3,930 ) |
197 | 393 |
| Trade payable | ( 286) |
( 143 ) |
( 2,862 ) |
143 | 286 |
| Accounts payable and accruals |
0 | 0 | 0 | 0 | 0 |
| Long-term loans | ( 708) | ( 354) | ( 7,078) | 354 | 708 |
| Total | ( 209) | ( 105) | ( 2,093) | 105 | 209 |
3) The following table presents the fair value changes in financial instruments sensitive to fluctuations in the Consumer Price Index:
| Profit (Loss) on Change, NIS NIS in |
Profit (Loss) on Change, NIS | ||||
|---|---|---|---|---|---|
| in Thousands | Thousands | in Thousands | |||
| 10% | 5% | Fair Value | 5%- | - 10% |
|
| CPI in points | 243.05 | 232.00 | 220.95 | 209.90 | 198.86 |
| Marketable securities |
1,562 | 781 | 15,624 | (781) | (1,562) |
| Current maturities of debentures |
( 1,801) |
( 901 ) |
( 18,013 ) |
901 | 1,801 |
| Debentures () (*) |
(8,580) | (4,290) | (85,803) | 3,856 | 6,450 |
| Total | (8,819) | (4,410) | (88,192) | 3,976 | 6,689 |
(*) Series 3 debentures linked to the CPI 212.73 (1993 base)
(**) Series 4 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 (Loss) on Change, NIS in Thousands |
NIS in Thousands |
Profit (Loss) on Change, NIS in Thousands |
|||
|---|---|---|---|---|---|
| 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 |
3,406 1,703 |
( 2,513) | ( 1,703) | ( 3,406) |
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 | NIS in | Profit (Loss) on Change | |||
|---|---|---|---|---|---|
| in Thousands | Thousands | NIS in Thousands | |||
| 10% | 5% | Fair Value | -5% | - 10% |
|
| Local – | |||||
| government | 1,462 | 731 | 14,618 | ) ( 731 |
( 1,462 ) |
| Local – | |||||
| corporate | 1,397 | 699 | 13,973 | ) ( 699 |
( 1,397 ) |
| Shares | 287 | 143 | 2,869 | ( 143) | ( 287) |
| Total | 3,146 | 1,573 | 31,460 | ( 1,573) | ( 3,146) |
The Corporation's Liability Certificates:
| (1) | Security | Debentures (Series 2)1 |
|---|---|---|
| A | Issue date | August 2006 |
| B | Total par value on issue date | 34,000,000 |
| Par value as of the reporting | 5,380,000 | |
| C | date | |
| Par value according to linkage | 6,320,000 | |
| D | terms – as of the report date | |
| Accrued interest as of the | 131,100 | |
| E | report date | |
| Liability value as of the report | 6,289,000 | |
| F | date | |
| G | Stock Exchange value | 6,563,000 |
| Type of interest, including | ||
| H | description | 6.1% annual interest |
| Payment dates of outstanding | Last annual installment paid on August 26, | |
| I | principal | 2013 |
| Future interest payment dates | Last interest payment paid on August 26, | |
| J | 2013 | |
| 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 | |
| 188.1 (July 2006 index according to the 1993 | ||
| K | base) | |
| L | Are the liability certificates convertible? |
Not convertible |
| Corporation's right to perform | Does not exist | |
| M | early redemption | |
| Has a guarantee been given | No | |
| for payment of the liability in | ||
| N | the trust deed? | |
| O | Is the liability material to the | Yes |
| Company? | ||
| (2) | The trustee in charge of the | Hermetic Trust (1975) Ltd |
| debenture series in the trust | Dan Avnon and/or Merav Ofer-Oren, | |
| company; the trustee's contact | 113 Hayarkon Street, Tel Aviv 63573, | |
| details | Telephone: 03-5274867 | |
| Fax: 03-5271451, Email: | ||
| [email protected] |
1 After the balance sheet date on August 25, 2013, the Company repaid the last of five installments of the principal amount of the debenture (series 2). Further details, see Section 3.4 of Chapter A of this quarterly report
| (1) | Security | Debentures (Series 3) |
|---|---|---|
| A | Issue date | March 2011 |
| B | Total par value on issue date | 56,442,000 |
| Par value as of the reporting | 45,153,600 | |
| C | date | |
| Par value according to linkage | 46,898,000 | |
| D | terms – as of the report date | |
| Accrued interest as of the | 713,000 | |
| E | report date | |
| Liability value as of the report | 45,640,000 | |
| F | date | |
| G | Stock Exchange value | 48,811,000 |
| 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 September 2013, up until March 23, | ||
| J | 2017 (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 | ||
| M | 12 of the Shelf Offering Report dated March 22, 2011, reference no: 2011-01-088428) |
|
| N | Has a guarantee been given for | No |
| payment of the liability in the | ||
| trust deed? | ||
| Is the liability material to the | Yes | |
| O | Company? | |
| (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] |
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).
| (1) | Security | Debentures (Series 4) |
|---|---|---|
| A | Issue date | January 2013 |
| B | Total par value on issue date | 53,125,000 |
| C | Par value as of the reporting | 53,125,000 |
| date | ||
| D | Par value according to linkage | 53,402,000 |
| terms – as of the report date | ||
| E | Accrued interest as of the | 1,215,000 |
| report date | ||
| F | Liability value as of the report | 51,887,000 |
| date | ||
| G | Stock Exchange value | 57,162,000 |
| 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. | ||
| J | Future interest payment dates | Every 31ST of January and July starting from |
| July 31 2013, 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 |
| 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 full 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 over a bank account deposit was created 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 June 30, 2013, see report dated August 29, 2013, which the Company published concurrently with the publication of this report.
The Board of Directors determined, following a review of the warning signs specified in Regulation 10(b)(14) of the Securities Regulations (Periodic and Immediate Reports) – 1970, regarding disclosure of the anticipated cash flow for financing payment of the Company's obligations, that the Company has no liquidity problems and is able to meet its obligations, including the full payment of its liabilities in respect of the issuance of Debentures (Series 3 and 4). An examination as stated is performed by the Board of Directors on a quarterly basis, at the time of 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.
Once the Companies Regulations (Directives and Conditions Concerning the Procedure for Approving Financial Statements), 2010, went 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, in everything related 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 4.10 of Chapter D of the Periodic Report.
As part of the process of approval of the financial statements as of June 30, 2013, a Committee meeting was held on August 27, 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, for the purpose of its approval of the financial statements; later, the Committee approved its recommendations.
The following persons were invited to, and attended, the Committee meeting on August 27, 2013: members of the Committee (CPAs Yoel Sela, Zvi Livneh and Moshe Braaz), other Board members (Messrs: Haim Shani, Bareket Shani and Edna Ramot), Mr. Yair Itzkovitch, CFO; Mr. Eyal Saban, VP; Ms. Miri Ben-David, CPA, Comptroller, Mr. Nir Weisberger, Company attorney; CPA Gal Amit, of the Company's accounting firm; and Mr. Miguel Elchanati, of the Company's internal audit firm.
The committee discussed and formulated 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 regards 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:
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 August 29, 2013, Company 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, which 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.
_________________ _________________ Zvi Livneh Haim Shani Director Chairman and CEO
Date: August 29, 2013
(Unaudited)
(unaudited)
| 23 | Review Report |
|---|---|
| 24-25 | Condensed consolidated interim statement of financial position |
| 26 | Condensed consolidated interim statement of operations |
| 27 | Condensed consolidated interim statement of other comprehensive income (loss) |
| 28-29 | Condensed consolidated interim statement of changes in equity |
| 30-32 | Condensed consolidated interim statement of cash flows |
| 33-38 | 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 June 30, 2013 and the condensed consolidated interim statements of operations, other comprehensive income, changes in shareholders' equity and cash flows for the periods of six 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, August 29, 2013
16 Aba Hillel Silver St. Ramat-Gan 52506 Israel Tel: +972-3-6123939 Fax: +972-3-6125030 e-mail: [email protected]
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.
| June 30, 2013 |
June 30, 2013 |
June 30, 2012 |
December 31, 2012 |
||
|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||
| (in thousands) | |||||
| Convenience translation into Euro (1) |
NIS | ||||
| Current assets | |||||
| Cash and cash equivalents Restricted cash Marketable securities |
6,291 875 6,666 |
29,691 4,130 31,460 |
12,817 3,318 35,242 |
19,013 3,349 30,686 |
|
| Accounts receivable - | |||||
| Trade Other Embedded derivatives |
3,256 545 - |
15,365 2,574 - |
21,727 1,014 230 |
14,702 2,814 40 |
|
| Inventory Inventory - work in progress |
4,872 4,214 |
22,993 19,891 |
16,992 8,697 |
22,297 18,011 |
|
| 26,719 | 126,104 | 100,037 | 110,912 | ||
| Non-current assets | |||||
| Long-term deposits Property and equipment, net |
74 8,636 |
351 40,758 |
199 40,363 |
157 40,433 |
|
| Intangible assets, net | 8,368 17,078 |
39,494 80,603 |
28,607 69,169 |
34,046 74,636 |
|
| 43,797 | 206,707 | 169,206 | 185,548 | ||
| Haim Shani Chairman of the Board of Directors and C.E.O. |
Tzvi Livne Director |
Yair Itscovich Chief Financial Officer |
|||
| Approved: August 29, 2013. |
(1) See note 1C.
| June 30, 2013 |
June 30, 2013 |
June 30, 2012 |
December 31, 2012 |
||||
|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||||
| Convenience translation into Euro (1) |
(in thousands) NIS |
||||||
| Current liabilities Current maturities of long-term |
|||||||
| loans Current maturities of bonds Accounts payable - |
931 3,817 |
4,394 18,013 |
4,410 17,882 |
4,590 17,788 |
|||
| Trade Other Embedded derivatives |
3,355 5,927 532 |
15,836 27,972 2,513 |
16,569 16,807 1,031 |
30,753 28,280 1,509 |
|||
| 14,562 | 68,728 | 56,699 | 82,920 | ||||
| Non-current liabilities Loans from banks and others Bonds Liabilities for benefits to employees, net |
1,802 18,180 536 20,518 |
8,502 85,803 2,532 96,837 |
13,579 50,622 2,633 66,834 |
11,063 45,025 2,640 58,728 |
|||
| Shareholders' equity Share capital Share premium Capital reserve from translation of |
75 10,718 |
352 50,588 |
352 50,588 |
352 50,588 |
|||
| foreign operation Company shares held by the company Reserve from a transaction with a |
(255) (1,492) |
(1,204) (7,042) |
(393) (6,643) |
(957) (7,042) |
|||
| controlling party Retained earnings (loss) |
22 (351) 8,717 |
104 (1,656) 41,142 |
- 1,769 45,673 |
- 959 43,900 |
|||
| 43,797 | 206,707 | 169,206 | 185,548 |
(1) See note 1C.
| Un i tro |
ics ( 9 8 9 ) ( 1 n |
R "G ) L d. t |
|||||
|---|---|---|---|---|---|---|---|
| Co de d l i n ns e co ns o Fo he ix t r s hs t m on io d de d p er en Ju 3 0, ne 2 0 1 3 |
da d in im te te r s Fo he t r s io d p er Ju ne 2 0 1 3 |
ta te t o m en ix hs t m on de d en 3 0, 2 0 1 2 |
f o io t p er a ns Fo he hr t t r ee hs t m on io d de d p er en Ju 3 0, ne 2 0 1 3 |
Fo he hr t t r ee hs t m on io d de d p er en Ju 3 0, ne 2 0 1 3 2 0 1 2 |
Fo he t r y ea r de d en De be 3 1, ce m r 2 0 1 2 |
||
| d i d |
d i d |
d i d |
d | i d |
d i d |
||
| ( ) te un au Co ien nv en ce la io tra t ns n in Eu ( 1 ) to ro |
( un au N I |
) te S |
( ) te un au ( in ho ds ) t us an Co ien nv en ce la io tra t ns n in Eu ( 1 ) to ro |
( un au |
) te N I S |
( ) te au |
|
| Re ve nu es |
1 5, 3 5 8 |
7 2, 4 8 6 |
7 1, 7 4 5 |
8, 4 9 5 |
4 0, 0 9 3 |
3 7, 1 5 8 |
1 4 2, 1 2 6 |
| Co f r t o s ev en ue s |
1 1, 3 4 2 |
5 3, 5 3 2 |
5 2, 0 9 3 |
6, 1 2 8 |
2 8, 9 2 2 |
2 6, 7 9 4 |
1 0 5, 3 2 2 |
| Gr f i t os s p ro |
4, 0 1 6 |
1 8, 9 5 4 |
1 9, 6 5 2 |
2, 3 6 7 |
1 1, 1 7 1 |
1 0, 3 6 4 |
3 6, 8 0 4 |
| De lop t e t ve me n xp en se s, ne Se l l ing & ke ing t ma r e xp en se s Ge l dm in is ive & tra t ne ra a e xp en se s O he t r e xp en se s |
7 1 1 1, 7 1 2 1, 1 7 6 1 |
3, 3 5 7 8, 0 7 4 5, 5 5 1 7 |
2, 6 1 0 8, 3 7 0 3, 9 3 4 - |
2 3 4 8 8 8 6 0 4 - |
1, 1 0 3 4, 1 9 3 2, 8 5 0 - |
1, 2 8 7 4, 0 1 9 2, 3 0 1 - |
5, 5 7 6 1 7, 6 1 6 8, 8 2 8 - |
| Op ing f i t t er a p ro |
4 1 6 |
1, 9 6 5 |
4, 7 3 8 |
6 4 1 |
3, 0 2 5 |
2, 7 5 7 |
4, 7 8 4 |
| F ina ing inc nc om e F ina ing nc e xp en se s |
3 4 3 1, 3 1 3 |
1, 6 1 6 6, 1 9 6 |
1, 2 1 8 4, 2 4 1 |
2 5 3 5 9 5 |
1, 1 9 6 2, 8 0 8 |
3 4 9 2, 9 5 4 |
3, 5 8 3 7, 0 8 1 |
| Pr f i ( los ) be fo be f i t ta t o s re x ne |
( 5 5 4 ) |
( 2, 6 1 5 ) |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 2 8 6 |
| Ta be f i t x ne |
- | - | - | - | - | - | 1 1 4 |
| Ne f i ( los ) fo he io d t p t t ro s r p er |
( ) 5 5 4 |
( ) 2, 6 1 5 |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 4 0 0 |
| Pr f i 1 o d ina ha N I S 0. 0 2 lue ( N I S ) t o p er r ry s re p ar v a : Ba ic d d i lu d f i ( los ) 1 o d ina ha te t s an p ro s p er r ry s re |
( 0. 0 5 5 ) |
( 0. 2 6 1 ) |
0. 1 7 0 |
0. 0 3 0 |
0. 1 4 1 |
0. 0 1 5 |
0. 1 3 9 |
(1) See note 1C.
| hs Fo he ix hs hs hs t t t t t m on r s m on m on m on io d de d io d de d io d io d de d p er en p er en p er p er en Ju Ju de d Ju 3 0, 3 0, 3 0, ne ne en ne Ju 3 0, ne |
Fo he t r y ea r de d en De be 3 1, ce m r |
|---|---|
| 2 0 1 3 2 0 1 3 2 0 1 2 2 0 1 3 2 0 1 3 2 0 1 2 |
2 0 1 2 |
| ( d i d ) ( d i d ) ( d i d ) ( d i d ) te te te te un au un au un au un au |
( d i d ) te au |
| ( in ho ds ) t us an |
|
| Co ien Co ien nv en ce nv en ce la io in la io in tra t to tra t to ns n ns n Eu ( ) N I S Eu ( ) N I S 1 1 ro ro |
|
| Ne f i ( los ) fo he io d ( ) ( ) 5 5 4 2, 6 1 5 1, 7 1 5 2 9 9 1, 4 1 3 1 5 2 t p t t ro s r p er |
1, 4 0 0 |
| O he he ive inc ( los ) t r c om p re ns om e s I ha be las i f ie d f ds f i te t t m t te to t o ms ay n o c s a rw ar p ro r los s |
|
| Ac ia l los tu ar s - - - - - - |
( ) 4 9 5 |
| I ha be las i f ie d f i los in he te t t m to t o t ms ay re c s p ro r s fu i f c in d i ion tu ta t t - re er co n s a re me |
|
| Tr la ion f fo ig ion ( 5 2 ) ( 2 4 7 ) 2 5 5 ( 9 ) ( 4 5 ) 4 8 6 t t an s o re n o p er a |
( 3 0 9 ) |
| O fo he he ive inc ( los ) he io d ( 5 2 ) ( 2 4 7 ) 2 5 5 ( 9 ) ( 4 5 ) 4 8 6 t t r c om p re ns om e s r p er |
( 8 0 4 ) |
| Co he ive inc ( los ) fo he io d ( 6 0 6 ) ( 2, 8 6 2 ) 1, 9 7 0 2 9 0 1, 3 6 8 6 3 8 t m p re ns om e s r p er |
5 9 6 |
(1) See note 1C.
| Share capital |
Share premium |
Capital reserve from translation of foreign operation |
Company shares held by the company |
Reserve from at transaction with a controlling party |
Retained earnings (loss) |
Total | |
|---|---|---|---|---|---|---|---|
| NIS in thousands | |||||||
| Balance at January 1, 2012 (audited) Net profit for the year Other comprehensive loss for the year |
352 - - |
50,588 - - |
(648) - (309) |
(6,643) - - |
- - - |
54 1,400 (495) |
43,703 1,400 (804) |
| Total comprehensive income (loss) for the year Purchase of company shares by the company |
- | - | (309) | - | - | 905 | 596 |
| - | - | - | (399) | - | - | (399) | |
| Balance at December 31, 2012 (audited) Net loss for the period Other comprehensive loss for the period Total comprehensive loss for the period Capital benefit arising from a transaction with a controlling party |
352 - - |
50,588 - - |
(957) - (247) |
(7,042) - - |
- - - |
959 (2,615) - |
43,900 (2,615) (247) |
| - | - | (247) | - | - | (2,615) | (2,862) | |
| - | - | - | - | 104 | - | 104 | |
| Balance at June 30, 2013 (unaudited) | 352 | 50,588 | (1,204) | (7,042) | 104 | (1,656) | 41,142 |
| Balance at January 1, 2012 (audited) Net profit for the period Other comprehensive profit for the |
352 - |
50,588 - |
(648) - |
(6,643) - |
- - |
54 1,715 |
43,703 1,715 |
| period Total comprehensive income for the |
- | - | 255 | - | - | - | 255 |
| period | - | - | 255 | - | - | 1,715 | 1,970 |
| Balance at June 30, 2012 (unaudited) | 352 | 50,588 | (393) | (6,643) | - | 1,769 | 45,673 |
| Balance at April 1, 2013 (unaudited) Net profit for the period Other comprehensive loss for the period |
352 - - |
50,588 - - |
(1,159) - (45) |
(7,042) - - |
104 - - |
(3,069) 1,413 - |
39,774 1,413 (45) |
| Total comprehensive income (loss) for the period |
- | - | (45) | - | - | 1,413 | 1,368 |
| Balance at June 30, 2013 (unaudited) | 352 | 50,588 | (1,204) | (7,042) | 104 | (1,656) | 41,142 |
| Balance at April 1, 2012 (unaudited) Net profit for the period Other comprehensive income for the |
352 - |
50,588 - |
(879) - |
(6,643) - |
- - |
1,617 152 |
45,035 152 |
| period | - | - | 486 | - | - | - | 486 |
| Total comprehensive income for the period |
- | - | 486 | - | - | 152 | 638 |
| Balance at June 30, 2012 (unaudited) | 352 | 50,588 | (393) | (6,643) | - | 1,769 | 45,673 |
| 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 |
75 - |
10,718 - |
(203) - |
(1,492) - |
- - |
203 (554) |
9,301 (554) |
| period | - | - | (52) | - | - | - | (52) |
| Total comprehensive loss for the period |
- | - | (52) | - | - | (554) | (606) |
| Capital benefit arising from a transaction with a controlling party |
- | - | - | - | 22 | - | 22 |
| Balance at June 30, 2013 (unaudited) | 75 | 10,718 | (255) | (1,492) | 22 | (351) | 8,717 |
(1) See note 1C.
| Un Co de d n ns e co ns o |
i ics ( 9 8 9 tro 1 n l i da d in te te r |
) ( R "G ) L d. t im ta te t o s m en |
f Ca h F low s s |
||||
|---|---|---|---|---|---|---|---|
| Fo he r t ix hs nt s mo io d de d p er en Ju 3 0, ne |
Fo he r t s io d p er Ju ne |
ix hs nt mo de d en 3 0, |
Fo he hr r t t ee hs nt mo io d de d p er en Ju 3 0, ne |
Fo he hr hs r t t t ee m on io d de d p er en Ju 3 0, ne |
Fo he r t y ea r de d en De be 3 1, ce m r |
||
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
|
| ( d ite d ) un au |
( un au |
d ite d ) |
( d ite d ) un au |
( un au |
d ite d ) |
( d ite d ) au |
|
| Co ien nv en ce lat ion tra ns int Eu ( 1 ) o ro |
N | I S |
( in ho ds ) t us an Co ien nv en ce lat ion tra ns int Eu ( 1 ) o ro |
N I S |
|||
| Ca f h low ing iv i ies t t t s s - op er a a c Ne f i ( los ) fo he io d t p t t ro s r p er A d j ho he h f low ing tm ts to t t us en ne ce ss ar s ca s s - o er a w |
( 5 5 4 ) |
( 2, 6 1 5 ) |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 4 0 0 |
| p y iv i ies ( Ap d ix A ) t t ac p en |
( 2, 9 8 8 ) |
( 1 4, 1 0 2 ) |
3, 0 4 4 |
( 5 3 3 ) |
( 2, 5 1 8 ) |
3, 6 1 1 |
2 0, 9 1 4 |
| Ca h f low i de d by ( d in ) ing iv i ies t t t s s p rov us e op er a a c |
( 3, 5 4 2 ) |
( 1 6, 7 1 7 ) |
4, 7 5 9 |
( 2 3 4 ) |
( 1, 1 0 5 ) |
3, 7 6 3 |
2 2, 3 1 4 |
| Ca h f low inv ing iv i ies t t t s s - es a c Sa le ( Pu ha ) f m ke b le i ies ta t t rc se o ar se cu r ne , Pu ha f p d ip ty t rc se o ro p er an eq me n u Sa le f p d ip ty t o ro p er an eq u me n |
( ) 1 3 3 ( ) 2 6 2 1 6 |
( ) 6 2 7 ( ) 1, 2 3 5 7 7 |
8 6 4 ( ) 4 9 0 - |
( ) 9 3 ( ) 1 4 5 - |
( ) 4 4 3 ( ) 6 8 2 - |
5 0 1 ( ) 1 6 5 - |
7, 2 3 6 ( ) 1, 3 9 6 - |
| Inv in ic d h tm t tr te es en re s ca s Re f r ic d h t o tr te p ay me n es ca s |
( 3 0 7 ) 1 4 |
( 1, 4 5 4 ) 7 0 |
- | - | - | - | - |
| Re ( inv ) in lon de i t tm t te ts, t p ay me n es en g- rm p os n e Inv in in i b le tm t ta ts es en as se |
8 1 ( 1, 6 2 6 |
0 3 ( 7, 6 7 5 |
- ( 2 7 ) ( 6, 6 1 4 |
- - ( 7 4 0 |
- ( 2 ) ( 3, 4 9 4 |
- ( 2 0 ) ( 3, 1 7 0 |
- ( 2 9 ) ( 1 4, 3 8 5 |
| ng Ca h f low d in inv ing iv i ies t t t s s u se es a c |
) ( 2, 1 6 3 ) |
) ( 1 0, 2 1 1 ) |
) ( 6, 2 6 7 ) |
) ( 9 7 8 ) |
) ( 4, 6 2 1 ) |
) ( 2, 8 5 4 ) |
) ( 8, 5 7 4 ) |
| Ca h f low f ina ing iv i ies t t s s - nc a c |
|||||||
| Re f lon loa t o te p ay me n g- rm ns Bo ds iss n ue |
( ) 4 6 2 1 0, 9 1 4 |
( ) 2, 1 8 2 5 1, 5 0 9 |
( ) 2, 1 9 0 - |
( ) 2 2 2 - |
( ) 1, 0 4 6 - |
( ) 1, 0 9 5 - |
( ) 4, 4 0 1 - |
| Re f bo ds t o p ay me n n Pu ha f c ha by he t rc se o om p an s re s co m p an y y |
( ) 2, 4 6 7 - |
( ) 1 1, 6 4 3 - |
- - |
- - |
- - |
- - |
( ) 6, 2 5 1 ( ) 3 9 9 |
| Ca h f low i de d by ( d in ) f ina ing iv i ies t t s s p rov us e nc a c |
7, 9 8 5 |
3 7, 6 8 4 |
( 2, 1 9 0 ) |
( 2 2 2 ) |
( 1, 0 4 6 ) |
( 1, 0 9 5 ) |
( 1 1, 0 5 1 ) |
| Tr la ion d i f fe in f fo ig ion t t o t an s re nc es re sp ec re n o p er a h ba lan ca s ce s |
( 1 7 ) |
( 7 8 ) |
4 8 |
( 5 ) |
( 2 2 ) |
1 1 2 |
( 1 4 3 ) |
| C ha in h a d h e iva len fo he io d ts t ng e ca s n ca s q u r p er Ca h a d c h e iva len be inn ing f p io d ts t s n as q a g o er u |
2, 2 6 3 4, 0 2 8 |
1 0, 6 7 8 1 9, 0 1 3 |
( ) 3, 6 5 0 1 6, 4 6 7 |
( ) 1, 4 3 9 7, 7 3 0 |
( ) 6, 7 9 4 3 6, 4 8 5 |
( ) 7 4 1 2, 8 9 1 |
2, 5 4 6 1 6, 4 6 7 |
| Ca h a d c h e iva len d f p io d ts t e s n as q u a n o er |
6, 2 9 1 |
2 9, 6 9 1 |
1 2, 8 1 7 |
6, 2 9 1 |
2 9, 6 9 1 |
1 2, 8 1 7 |
1 9, 0 1 3 |
(1) See note 1C
| Un Co de d n ns e co ns |
i ics ( 9 8 9 tro 1 n l i da d in im te te o r |
) ( R "G ) L d. t ta te t o s m en |
f c h f lo as ws |
||||
|---|---|---|---|---|---|---|---|
| Fo he r t ix hs nt s mo io d de d p er en Ju 3 0, ne |
Fo he r t s io d p er Ju ne |
ix hs nt mo de d en 3 0, |
Fo he r t hr hs t t ee m on io d de d p er en Ju 3 0, ne |
Fo he hr hs r t t t ee m on io d de d p er en Ju 3 0, ne |
Fo he r t y ea r de d en De be 3 1, ce m r |
||
| 2 0 1 3 ( d ite d ) un au |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
|
| ( d un au |
ite d ) |
( d ite d ) un au ( in ho ds ) t us an |
( d un au |
ite d ) |
( d ite d ) au |
||
| Co ien nv en ce lat ion tra ns int Eu ( ) 1 o ro |
N I |
S | Co ien nv en ce lat ion tra ns int Eu ( ) 1 o ro |
N I S |
|||
| Ap d ix A A d j ho he h tm ts to t p en us en ne ce ss ar s ca s y w - f low ing iv i ies t t t s - o p er a a c |
|||||||
| Inc d e inv lv ing h f low t om e an xp en se s n o o ca s s: |
|||||||
| De ia ion d iza ion t t t p re c a n am or Lo ( f i ) fro ke b le i ies t ta t t ss p ro m ma r se cu r ne , C ha in l ia b i l i ies fo be f i loy t ts to t ng e r ne em p ee s, ne |
7 7 2 ( 3 1 ) ( 2 3 ) |
3, 6 3 9 ( 1 4 7 ) ( 1 0 8 ) |
3, 1 3 7 1 2 3 1 0 1 |
3 9 6 ( 5 9 ) ( 1 7 ) |
1, 8 7 0 ( 2 7 7 ) ( 8 2 ) |
1, 5 7 1 6 3 6 6 5 |
7, 4 9 4 ( 1, 6 9 3 ) ( 1 9 1 ) |
| Ex ha ha f lon loa d bo ds te te c ng e ra c ng es o g- rm ns a n n Ca i l los ta p s |
1 6 2 |
7 7 7 |
8 8 0 |
1 8 4 |
8 6 8 |
9 0 4 |
8 6 0 |
| Re lua ion f r ic d h t tr te ev a o es ca s De fe d ta rre xe s |
( ) 6 |
( ) 2 7 - |
- ( ) 3 7 |
- ( ) 3 |
- ( ) 1 2 |
- ( ) 1 7 |
- ( ) 6 8 ( ) 1 1 4 |
| Re lua ion f e be d de d de iva ive t t ev a o m r s |
2 2 1 |
1, 0 4 4 |
- ( ) 2 5 6 |
- ( ) 2 0 5 |
- ( ) 9 6 9 |
- ( ) 2 3 1 |
4 1 2 |
| C ha in d l ia b i l i ies ts t ng es as se an : |
|||||||
| De ( inc ) in iva b le de ts tra cr ea se re as e ac co un re ce - De ( inc ) in iva b le he ts t cr ea se re as e ac co un re ce - o r |
( 1 6 4 ) 6 |
( 7 7 5 ) 3 0 |
( 3, 9 6 0 ) 1, 3 8 1 |
1 9 1 1 4 8 |
9 0 0 6 9 8 |
6 6 6 7 2 6 |
2, 8 7 6 ( 4 7 5 ) |
| De ( inc ) in inv to cr ea se re as e en ry |
( 1 9 6 ) |
( 9 2 5 ) |
( 4 0 3 ) |
4 4 9 |
2, 1 1 9 |
( 9 ) |
( 6, 6 5 6 ) |
| De ( inc ) in inv k in to cr ea se re as e en ry - w or p ro g re ss |
( 4 0 1 ) |
( 1, 8 9 1 ) |
( 1, 3 2 6 ) |
8 9 1 |
4, 2 0 6 |
( 3, 4 1 2 ) |
( 1 0, 6 6 1 ) |
| Inc ( de ) in b le de ts tra re as e cr ea se ac co un p ay a - |
( 3, 1 6 1 ) |
( 1 4, 9 1 7 ) |
2, 3 9 5 |
( 2, 4 7 7 ) |
( 1 1, 6 9 2 ) |
( 6 8 6 ) |
1 6, 5 7 8 |
| Inc ( de ) in b le he ts t re as e cr ea se ac co un p ay a - o r |
( ) 2 3 |
( ) 1 0 9 |
1, 0 0 9 |
( ) 3 1 |
( ) 1 4 7 |
3, 3 9 8 |
1 2, 5 5 2 |
| ( 2, 9 8 8 ) |
( 1 4, 1 0 2 ) |
3, 0 4 4 |
( 5 3 3 ) |
( 2, 5 1 8 ) |
3, 6 1 1 |
2 0, 9 1 4 |
| Fo he r t ix hs nt s mo io d de d p er en Ju 3 0, ne |
Fo he r t s io d p er Ju ne |
ix hs nt mo de d en 3 0, |
Fo he r t hr hs t t ee m on io d de d p er en Ju 3 0, ne |
Fo he hr hs r t t t ee m on io d de d p er en Ju 3 0, ne |
Fo he r t y ea r de d en De be 3 1, ce m r |
|||
|---|---|---|---|---|---|---|---|---|
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
||
| ( d ite d ) un au |
( d ite d ) ( d ite d ) un au un au ( in ho ds ) t us an |
( d ite d ) un au |
( d ite d ) au |
|||||
| Co ien nv en ce lat ion tra ns int Eu ( ) 1 o ro |
N I |
S | Co ien nv en ce lat ion tra ns int Eu ( ) 1 o ro |
N I S |
||||
| Ap d ix B No h o ion t p en n-c as p er a s - Bo k ing i l be f i is ing fro ion i h a ta t a tra t t o a ca p ne r m a ns ac w l l ing tro ty co n p ar Ap d ix C A d d i ion l in fo ion h f low t t p en a rm a o n c as s - d ing ing iv i ies t t t re g ar o p er a a c |
2 2 |
1 0 4 |
- | - | - | - | - | |
| Ca h p i d du ing he io d fo t s a r p er r: |
||||||||
| In te t re s |
4 3 2 |
2, 0 3 7 |
2, 3 1 3 |
2 1 |
9 8 |
1 4 3 |
4, 6 0 0 |
|
| Ta inc xe s o n om e |
1 1 |
5 4 |
5 4 |
6 | 2 7 |
2 7 |
1 0 8 |
|
| Ca h r ive d du ing he io d fo t s ec e r p er r: In d d iv i de d te t a re s n n |
2 0 4 |
9 6 3 |
9 5 6 |
5 8 |
2 7 2 |
3 4 1 |
1, 4 0 0 |
(1) See note 1C.
| As of | Israeli CPI | Exchange rate of 1 U.S. dollar |
Exchange rate of 1 Euro |
|---|---|---|---|
| Points (*) | NIS | NIS | |
| June 30, 2013 | 222.70 | 3.618 | 4.7197 |
| June 30, 2012 | 218.35 | 3.923 | 4.9319 |
| December 31, 2012 | 219.80 | 3.733 | 4.9206 |
| Change during the period | % | % | % |
| Six month ended June 30, 2013 | 1.32 | (3.08) | (4.08) |
| Six month ended June 30, 2012 | 0.96 | 2.67 | (0.13) |
| Three month ended June 30, 2013 | 1.29 | (0.82) | 1.26 |
| Three month ended June 30, 2012 | 0.57 | 5.60 | (0.43) |
| For the year ended December 31, 2012 | 1.63 | (2.3) | (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 June 30, 2013 (EURO 1 = NIS 4.7197).
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 below.
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. The first report to be examined will be the financial statements as at June 30, 2013. As of 30 June 2013 the Company meets 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 june 30, 2013, the Company held 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 2012 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 June 30, 2013:
| Book value | Fair value | |
|---|---|---|
| Financial liabilities (1) | NIS, (in thousands) | |
| Bonds linked to the Israeli CPI | 103,816 | 112,536 |
(1) The fair value is based on stock market value as at the report date.
B. Classification of financial instruments at fair value rating
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 June 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 |
31,460 | - | - | 31,460 | ||
| Financial liabilities at fair value: Embedded derivatives |
- | 2,513 | - | 2,513 |
During the six-month period ended June 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.
| Fo he t r ix hs t s m on io d de d p er en Ju 3 0, ne |
Fo he ix hs t t r s m on io d de d p er en Ju 3 0, ne |
Fo he hr t t r ee hs t m on io d de d p er en Ju 3 0, ne |
Fo he hr hs t t t r ee m on io d de d p er en Ju 3 0, ne |
Fo he t r y ea r de d en De be 3 1, ce m r |
||||
|---|---|---|---|---|---|---|---|---|
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
||
| ( d i d ) te un au |
( d i d ) te un au |
( d i d ) te un au |
( d i d ) te un au |
( d i d ) te au |
||||
| ( in ho ds ) t us an |
||||||||
| Co ien nv en ce la io tra t ns n in to Eu ( 1 ) ro |
N I S |
Co ien nv en ce la io tra t ns n in to Eu ( 1 ) ro |
N I S |
|||||
| C. Re ve nu es |
||||||||
| Pr du ts o c Sy in ion j te te t ts s m g ra p ro ec Pa k ing lu ion t r so s O he t r |
1 0, 0 1 4 5, 1 8 8 1 1 2 4 4 |
4 7, 2 6 0 2 4, 4 8 8 5 2 8 2 1 0 |
4 6, 7 2 6 2 4, 7 0 7 1 3 9 1 7 3 |
5, 0 7 9 3, 3 1 1 8 3 2 2 |
2 3, 9 7 0 1 5, 6 2 6 3 9 2 1 0 5 |
2 3, 8 2 9 1 3, 0 9 8 1 3 9 9 2 |
9 6, 3 7 5 4 4, 6 8 4 6 6 4 4 0 3 |
|
| To l re ta ve nu es |
1 5, 3 5 8 |
7 2, 4 8 6 |
7 1, 7 4 5 |
8, 4 9 5 |
4 0, 0 9 3 |
3 7, 1 5 8 |
1 4 2, 1 2 6 |
|
| Se D. l t r ts g me n es u |
||||||||
| Pr du ts o c Sy in ion j te te t ts s m g ra p ro ec Pa k lu ion t |
2, 9 0 8 - 5 1 0 |
1 3, 7 2 6 ( 1 ) 4 0 5 |
1 4, 4 0 1 ( 1, 7 0 0 ) 6 4 4 |
1, 4 6 9 2 9 4 2 6 3 |
6, 9 3 3 1, 3 8 8 2 4 3 |
7, 3 5 9 ( 4 7 8 ) 2 1 9 |
2 9, 5 5 8 ( 6, 9 3 6 ) 0 4 0 |
|
| ing r so s O he t r Un l loc d te te a a co rp or a ex p en se s |
( ) 5 ( 1, 9 8 7 ) |
( 2, ) 2 2 ( 9, 3 7 7 ) |
( ) 4 4 ( 7, 3 6 3 ) |
( ) 5 ( 8 6 4 ) |
( 1, ) 2 2 ( 4, 0 7 5 ) |
( ) 4 9 ( 3, 9 5 4 ) |
( 1, ) 4 ( 1 6, 8 0 2 ) |
|
| Op f ing i t t er a p ro Un l loc d f ina ing inc te a a nc om e |
4 1 6 |
1, 9 6 5 |
4, 7 3 8 |
6 4 1 |
3, 0 2 5 |
2, 7 5 7 |
4, 7 8 4 |
|
| ( ), t ex p en se s ne Ta be f i t x ne |
9 7 0 - |
4, 5 8 0 - |
3, 0 2 3 - |
3 4 2 - |
1, 6 1 2 - |
2, 6 0 5 - |
3, 4 9 8 1 1 4 |
|
| Pr f i ( los ) fo he io d t t o s r p er |
( ) 5 5 4 |
( ) 2, 6 1 5 |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 4 0 0 |
(1) See note 1C.
June 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 June 30, 2013 and for the periods of six 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, August 29, 2013
16 Aba Hillel Silver St. Ramat-Gan 52506 Israel Tel: +972-3-6123939 Fax: +972-3-6125030 e-mail: [email protected]
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.
| June 30, 2013 |
June 30, 2013 |
June 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 Accounts receivable - |
5,319 875 6,666 |
25,105 4,130 31,460 |
10,464 3,318 35,242 |
15,019 3,349 30,686 |
| Trade Other Accounts receivable - other - |
2,389 374 |
11,277 1,764 |
17,444 694 |
11,411 2,173 |
| subsidiaries Embedded derivatives Inventory Inventory - work in progress |
3,885 - 4,446 3,694 27,648 |
18,335 - 20,985 17,433 130,489 |
10,117 230 15,446 7,996 100,951 |
13,665 40 20,081 16,780 113,204 |
| Non-current assets Long-term deposits Property and equipment, net Intangible assets, net |
74 8,514 7,184 15,772 |
351 40,182 33,908 74,441 |
199 39,822 27,176 67,197 |
157 39,831 30,758 70,746 |
| 43,420 | 204,930 | 168,148 | 183,950 | |
| Haim Shani Chairman of the Board of Directors and C.E.O. |
Tzvi Livne Director |
Yair Itscovich Chief Financial Officer |
Approved: August 29, 2013.
(1) See note 1C.
The additional information to the financial information forms an integral part thereof.
| June 30, 2013 |
June 30, 2013 |
June 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 - Trade Other Embedded derivatives |
931 3,817 3,163 4,402 532 12,845 |
4,394 18,013 14,926 20,777 2,513 60,623 |
4,410 17,882 16,192 15,471 1,031 54,986 |
4,590 17,788 29,116 25,819 1,509 78,822 |
| Non-current liabilities Liabilities less assets associated with subsidiaries Loans from banks and others Bonds Liabilities for benefits to employees, net |
1,341 1,801 18,180 536 21,858 |
6,328 8,502 85,803 2,532 103,165 |
655 13,579 50,622 2,633 67,489 |
2,500 11,063 45,025 2,640 61,228 |
| Shareholders' equity 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 (loss) |
75 10,718 (255) (1,492) 22 (351) 8,717 43,420 |
352 50,588 (1,204) (7,042) 104 (1,656) 41,142 204,930 |
352 50,588 (393) (6,643) - 1,769 45,673 168,148 |
352 50,588 (957) (7,042) - 959 43,900 183,950 |
The additional information to the financial information forms an integral part thereof.
| s i t tr a |
bu d he te to t c |
om p an y |
hr t ee |
||||
|---|---|---|---|---|---|---|---|
| Fo ix m he t r s hs t on io d de d p er en Ju 3 0, ne |
Fo he t r s io d p er Ju ne |
ix hs t m on de d en 3 0, |
Fo he hr t t r ee hs t m on io d de d p er en Ju 3 0, ne |
Fo he t r m on io d p er Ju ne |
Fo he t r r en y ea d De de be 3 1, ce m r |
||
| 2 0 1 3 |
2 0 1 3 2 0 1 2 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
||||
| ( d i d ) te un au |
( un au |
d i d ) te |
( d i d ) te un au |
( un au |
2 d i d ) te |
( d i d ) te au |
|
| Co ien nv en ce la io tra t ns n in Eu ( ) 1 to ro |
N I |
S | ( in ho ds ) t us an Co ien nv en ce la io tra t ns n in Eu ( ) 1 to ro |
S | |||
| Re ve nu es Re fro bs i d iar ies ve nu es m su |
1 1, 7 8 2 2, 4 7 7 |
5 5, 6 0 9 1 1, 6 9 1 |
5 5, 7 3 0 1 2, 0 1 1 |
6, 6 1 9 1, 2 0 0 |
3 1, 2 3 8 5, 6 6 5 |
2 8, 9 4 2 6, 0 0 3 |
1 0 9, 4 0 8 2 5, 5 8 6 |
| To l re ta ve nu es |
1 4, 2 5 9 |
6 7, 3 0 0 |
6 7, 7 4 1 |
7, 8 1 9 |
3 6, 9 0 3 |
3 4, 9 4 5 |
1 3 4, 9 9 4 |
| Co f r t o s ev en ue s Gr f i t os s p ro |
1 1, 1 3 7 3, 1 2 2 |
5 2, 5 6 2 1 4, 7 3 8 |
5 1, 5 1 0 1 6, 2 3 1 |
6, 0 0 5 1, 8 1 4 |
2 8, 3 4 3 8, 5 6 0 |
2 6, 5 4 4 8, 4 0 1 |
1 0 4, 8 1 4 3 0, 1 8 0 |
| De lop t e t ve me n xp en se s, ne Se l l ing & ke ing t ma r e xp en se s Ge l & dm in is ive tra t ne ra a e xp en se s Ge l & dm in is ive bs i d iar ies tra t to ne ra a e xp en se s su O he t r e xp en se s Op ing f i t t er a p ro |
3 2 6 7 3 5 8 5 8 6 9 2 1, 1 3 2 |
1, 5 3 8 3, 4 7 4 4, 0 4 9 3 2 6 7 5, 3 4 4 |
2, 0 9 1 4, 5 1 6 2, 9 3 3 3 1 0 - 6, 3 8 1 |
1 5 1 3 6 6 4 3 2 3 7 - 8 2 8 |
7 1 3 1, 7 2 3 2, 0 4 0 1 7 5 - 3, 9 0 9 |
1, 0 7 6 2, 1 2 5 1, 8 3 7 1 6 4 - 3, 1 9 9 |
3, 8 6 2 9, 1 8 1 6, 5 3 1 7 2 3 - 9, 8 8 3 |
| F ina ing inc nc om e F ina ing nc e xp en se s Pr f i f f ina ing t a te t o r nc ne , T he Co 's ha f m p an y s re o |
4 1 1 1, 3 3 8 2 0 5 |
1, 9 3 7 6, 3 1 5 9 6 6 |
1, 2 1 8 4, 1 4 5 3, 4 5 4 |
3 2 1 5 9 6 5 5 3 |
1, 5 1 6 2, 8 1 4 2, 6 1 1 |
3 4 9 2, 7 9 1 7 5 7 |
3, 5 8 3 7, 1 6 0 6, 3 0 6 |
| bs i d iar ies los su s Pr f i ( los ) be fo be f i t ta t o s re x ne Ta be f i t x ne |
( 7 5 9 ) ( 5 5 4 ) - |
( 3, 5 8 1 ) ( 2, 6 1 5 ) - |
( 1, 7 3 9 ) 1, 7 1 5 - |
( 2 5 4 ) 2 9 9 - |
( 1, 1 9 8 ) 1, 4 1 3 - |
( 6 0 5 ) 1 5 2 - |
( 5, 0 2 0 ) 1, 2 8 6 1 1 4 |
| Ne f i ( los ) fo he io d i bu d t p t t t tr te ro s r p er a he 's ha ho l de to t co m p an y s re rs ( 1 ) Se 1 C. te e no |
( 5 5 4 ) |
( 2, 6 1 5 ) |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 4 0 0 |
| Co he m p re ns |
ive in in lu de co m e c t tr a |
d in he in t te r i bu d he te to t |
im l i da te c on so c om p an y |
d f in ia l s ta te an c m en |
ts | ||
|---|---|---|---|---|---|---|---|
| Fo ix m he t r s hs t on p d en io er d Ju de 3 0, ne |
Fo he ix hs t t r s m on io d de d p er en Ju 3 0, ne |
Fo he t r m on io d p er Ju ne |
hr t ee hs t de d en 3 0, |
Fo he t r r en y ea d De de be 3 1, ce m r |
|||
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
|
| ( d i d ) te un au |
( un au |
d i d ) te |
( d i d ) te un au |
( d un au |
i d ) te |
( d i d ) te au |
|
| ( in ho ds ) t us an |
|||||||
| Co ien nv en ce la io tra t ns n in Eu ( 1 ) to ro |
N | S I |
Co ien nv en ce la io in tra t to ns n Eu ( 1 ) ro |
S N I |
|||
| Ne f i ( los ) fo he io d i bu d t p t t t tr te ro s r p er a he 's ha ho l de to t co m p an y s re rs |
( 5 5 4 ) |
( 2, 6 1 5 ) |
1, 7 1 5 |
2 9 9 |
1, 4 1 3 |
1 5 2 |
1, 4 0 0 |
| O he he ive inc ( los ) t r c om p re ns om e s I ha be las i f ie d f ds f i los te t t m t te to t o ms ay n o c s a rw ar p ro r s |
|||||||
| - Ac ia l los tu ar s I ha be las i f ie d f i los in he fu te t t m to t o t tu ms ay re c s p ro r s re i f c in d i ion ta t er co n s a re me |
- | - | - | - | - | - | ( 4 9 5 ) |
| t - Tr la ion f fo ig ion t t an s o re n o p er a |
( ) 5 2 |
( ) 2 4 7 |
2 5 5 |
( ) 9 |
( ) 4 5 |
4 8 6 |
( ) 3 0 9 |
| O he he ive inc ( los ) fo he io d t t r c om p re ns om e s r p er |
( 5 2 ) |
( 2 4 7 ) |
2 5 5 |
( 9 ) |
( 4 5 ) |
4 8 6 |
( 8 0 4 ) |
| To l c he ive f i ( los ) fo he io d i bu d ta t t t tr te om p re ns p ro s r p er a he 's ha ho l de to t co m p an y s re rs |
( 6 0 6 ) |
( 2, 8 6 2 ) |
1, 9 7 0 |
2 9 0 |
1, 3 6 8 |
6 3 8 |
5 9 6 |
| ( 1 ) Se 1 C. te e no T he d d i ion l in fo ion he f ina ia l in fo ion fo t t to t t a a rm a nc rm a rm s a |
in l p he te t t n g ra ar |
f. re o 4 4 |
| Fo r th |
i bu d he t tr te to t a |
c om p an y |
Fo r th hre e t |
||||
|---|---|---|---|---|---|---|---|
| e six ths m on rio d Ju d de pe en 30 ne , |
Fo r th ix e s mo rio d Ju d de pe en 30 ne , |
e mo nth s pe rio d Ju d de en 30 ne , |
Fo r th hre e t rio d Ju d pe ne |
Fo r th e ye d De de ar en mb 31 ce er , |
|||
| 20 13 |
20 13 |
20 12 |
20 13 |
20 13 |
20 12 |
20 12 |
|
| (un dit ed ) au |
(un au |
dit ed ) |
(un dit ed ) au |
(un au |
dit ed ) |
(au dit ed ) |
|
| ( in tho ds ) us an |
|||||||
| Co ien lat ion tra nv en ce ns in Eu ( 1) to ro |
NIS | Co ien ce tra nv en lat ion ns int o E ( 1) uro |
NIS | ||||
| Ca f h low ing iv it ies t t s s - op era ac |
|||||||
| Ne f it ( los ) for he io d a i bu d t p t ttr te ro s p er he 's ha ho l de to t co mp an y s re rs f A d ho he h low tm ts to t |
( 5 5 4 ) |
( 2, 6 15 ) |
1, 71 5 |
29 9 |
1, 41 3 |
15 2 |
1, 40 0 |
| j us en ne ce ss ary s w ca s s - ing iv it ies ( Ap d ix A ) t t op era ac p en Ca h f low i de d by ( d in ) ing iv it ies t t s s p rov us e op era ac |
( 2, 6 48 ) |
( 12 49 8 ) , |
5, 28 3 |
( 28 5 ) |
( 1, 3 45 ) |
5, 46 3 |
24 8 78 , |
| f t he o co mp an y |
( 3, 20 2 ) |
( 15 11 3 ) , |
6, 9 9 8 |
14 | 6 8 |
5, 6 15 |
26 27 8 , |
| Ca h f low d in ing iv it ies t t s s u se op era ac |
|||||||
| fro ion it h s bs i d iar ies tra t m ns ac s w u Ca h f low i de d by ( d in ) ing iv it t t s s p rov us e op era ac |
( 9 8 9 ) ( 4, 19 1 ) |
( 4, 6 70 ) ( 19 78 3 ) |
( 3, 29 2 ) 3, 70 |
( 5 5 0 ) ( 5 3 6 ) |
( 2, 5 9 5 ) ( 2, 5 27 ) |
( 2, 3 6 8 ) 3, 24 |
( 8, 8 40 ) 17 43 |
| ies Ca h f low inv iv it ies t t |
, | 6 | 7 | 8 , |
|||
| ing s s - es ac Sa le ( Pu ha ) f m ke b le it ies ta et rc se o ar se cu r , n |
( ) 13 3 |
( ) 6 27 |
8 6 4 |
( ) 9 4 |
( ) 44 3 |
5 0 1 |
7, 23 6 |
| Pu ha f p d e ip ert nt rc se o rop an q me y u |
( 24 7 ) |
( 1, 16 8 ) |
( 28 4 ) |
( 14 4 ) |
( 6 8 1 ) |
( 11 6 ) |
( 1, 0 6 6 ) |
| Sa le f p d e ip ert nt o rop an q me y u |
16 | 77 | - | - | - | - | - |
| Inv in ict d c h tm t tr es en res e as |
( ) 3 0 8 |
( ) 1, 45 4 |
- | - | - | - | - |
| Re f r ict d c h nt tr p ay me o es e as |
14 8 |
70 0 |
- | - | - | - | - |
| Re ( inv ) f lon de its nt tm t ter et p ay me es en o g- m p os , n |
1 | 3 | ( 27 ) |
- | ( 2 ) |
( 20 ) |
( 29 ) |
| Inv in int i b le tm t ts es en an g as se |
( ) 1, 13 3 |
( ) 5, 3 46 |
( ) 5, 8 16 |
( ) 5 6 3 |
( ) 2, 6 5 8 |
( ) 2, 8 5 9 |
( ) 11 72 0 , |
| Ca h f low d in inv ing iv it ies t t s s u se es ac |
( ) 1, 6 5 6 |
( ) 7, 8 15 |
( ) 5, 26 3 |
( ) 8 0 1 |
( ) 3, 78 4 |
( ) 2, 49 4 |
( ) 5, 5 79 |
| Ca h f low f ina ing iv it ies t s s - nc ac |
|||||||
| Re f lon loa nt ter p ay me o g- m ns |
( ) 46 3 |
( ) 2, 18 2 |
( ) 2, 19 0 |
( ) 22 2 |
( ) 1, 0 46 |
( ) 1, 0 9 5 |
( ) 4, 40 1 |
| Bo ds iss n ue |
10 9 14 , |
5 1, 5 0 9 |
- | - | - | - | - |
| Re f bo ds nt p ay me o n |
( ) 2, 46 7 |
( ) 11 6 43 , |
- | - | - | - | ( ) 6, 25 1 |
| Pu ha f c ha by he t rc se o om p an y s res co mp an y |
- | - | - | - | - | - | ( ) 3 9 9 |
| Ca h f low i de d by ( d in ) f ina ing iv it ies t s s p rov us e nc ac |
7, 9 8 4 |
3 7, 6 8 4 |
( ) 2, 19 0 |
( ) 22 2 |
( ) 1, 0 46 |
( ) 1, 0 9 5 |
( ) 11 0 5 1 , |
| C ha in h a d c h e iva len for he io d ts t ng e ca s n as q u p er |
2, 13 7 |
10 0 8 6 , |
( 3, 74 7 ) |
( 1, 5 5 9 ) |
( 7, 3 5 7 ) |
( 3 42 ) |
8 0 8 |
| Ca h a d c h e iva len be inn ing f p io d ts at s n as q u g o er |
3, 18 2 |
15 0 19 , |
14 21 1 , |
6, 8 78 |
3 2, 46 2 |
10 8 0 6 , |
14 21 1 , |
| Ca h a d c h e iva len d o f p io d |
5, 3 19 |
25 10 5 |
10 46 4 |
5, 3 19 |
25 10 5 |
10 46 4 |
15 0 19 |
| T he d d i ion l in fo ion he f ina ia l in fo ion fo t t to t t a a rm a nc rm a rm |
in l p te t t s a n g ra ar |
f. Un he re o i ics ( 1 9 8 9 tro n |
"G ) ( R ) L d. t |
||||
|---|---|---|---|---|---|---|---|
| Ca h s |
F lo in lu de d in ws c |
he in im t te r c |
l i da d f te on so |
in ia l s ta te ts an c m en |
|||
| t a |
i bu d he tr te to t |
c om p an y |
|||||
| Fo he r t s ix hs nt mo d Ju io d de p er en 3 0, ne |
Fo he r t s io d p er Ju ne |
ix hs nt mo de d en 3 0, |
Fo he r t hre hs t t e m on d Ju io d de p er en 3 0, ne |
Fo he hr r t t io d p er Ju ne |
hs t ee m on de d en 3 0, |
Fo he r t de d y ea r e n De be 3 1, ce m r |
|
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
||
| ( d ite d ) un au |
( un au |
d ite d ) |
( d ite d ) un au ( in ho ds ) t us an |
( d un au |
ite d ) |
( d ite d ) au |
|
| Co ien nv en ce lat ion tra ns int Eu 1 |
N I |
S | Co ien nv en ce lat ion tra ns int Eu 1 |
N I |
|||
| Ap d ix A A d j ho he h tm ts to t p en us en ne ce ss ar y s w ca s - f low ing iv i ies t t t s - o p er a a c |
( ) o ro |
( ) o ro |
S | ||||
| Inc d e inv lv ing h f low t om e an xp en se s n o o ca s s: |
|||||||
| T he Co 's ha f bs i d iar ies los mp an s re o su se s y De ia ion d iza ion t t t p re c a n am or f fro Lo ( Pr i ) ke b le i ies t ta t t ss o m ma r se cu r ne , C ha in l ia b i l i ies fo be f i loy t ts to t ng e r ne em p ee s, ne |
7 5 9 7 4 7 ( 3 1 ) ( 2 3 ) |
3, 5 8 1 3, 5 2 7 ( 1 4 7 ) ( 1 0 8 ) |
1, 7 3 9 3, 0 9 4 1 2 3 1 0 1 |
2 5 4 3 8 1 ( 5 9 ) ( 1 7 ) |
1, 1 9 8 1, 7 9 7 ( 2 7 7 ) ( 8 2 ) |
6 0 5 1, 5 4 5 6 3 6 6 5 |
5, 0 2 0 7, 3 9 9 ( 1, 6 9 3 ) ( 1 9 1 ) |
| Ca i l los ta p s De fe d ta rre xe s Ex ha ha f lon loa te te c ng e ra c ng es o g- rm ns |
2 - |
7 - |
- - |
- - |
- - |
- - |
- ( 1 1 4 ) |
| d bo ds an n Re lua ion f r ic d h t tr te ev a o es ca s Re lua ion f be d de d de iva ive t t ev a o em r s |
1 6 ( ) 6 2 2 1 |
7 7 ( ) 2 7 1, 0 4 4 |
8 8 0 ( ) 3 7 ( ) 2 5 6 |
1 8 3 ( ) 3 ( ) 2 0 5 |
8 6 8 ( ) 1 2 ( ) 9 6 9 |
9 0 4 ( ) 1 7 ( ) 2 3 1 |
8 6 0 ( ) 6 8 4 1 2 |
| C ha in d l ia b i l i ies ts t ng es as se an : |
|||||||
| De ( inc ) in iva b le de ts tra cr ea se re as e ac co un re ce - De ( inc ) in iva b le he ts t cr ea se re as e ac co un re ce - o r De ( inc ) in inv to cr ea se re as e en ry De ( inc ) in inv k in to cr ea se re as e en ry - w or p ro g re ss Inc ( de ) in b le de ts tra re as e cr ea se ac co un p ay a - Inc ( de ) in b le he ts t re as e cr ea se ac co un p ay a o r - |
2 8 4 5 ( ) 2 1 6 ( ) 1 3 8 ( ) 3, 0 0 6 ( ) 1, 0 4 6 ( 2, 6 4 8 ) |
1 3 4 2 1 2 ( ) 1, 0 1 8 ( ) 6 5 3 ( ) 1 4, 1 8 9 ( ) 4, 9 3 8 ( 1 2, 4 9 8 ) |
( 3, 1 5 5 ) 1, 3 6 7 ( ) 3 3 1 ( ) 7 5 3 2, 3 1 2 1 9 9 5, 2 8 3 |
1 8 2 2 2 0 4 0 7 1, 1 2 2 ( ) 2, 2 1 4 ( ) 5 3 6 ( 2 8 5 ) |
8 5 8 1, 0 3 6 1, 9 2 3 5, 2 9 4 ( ) 1 0, 4 5 0 ( ) 2, 5 2 9 ( 1, 3 4 5 ) |
1, 1 1 2 8 0 4 ( ) 1 6 ( ) 2, 9 7 2 ( ) 4 5 4 3, 4 8 2 5, 4 6 3 |
2, 8 7 8 ( 1 4 9 ) ( ) 5, 7 2 0 ( ) 9, 5 3 7 1 5, 2 3 6 1 0, 5 4 5 2 4, 8 7 8 |
| ( 1 ) Se 1 C. te e no |
|||||||
| 4 7 - - |
48 - The additional information to the financial information forms an integral part thereof.
| Un i |
ics ( 9 8 9 tro 1 n |
) ( R "G ) L d. t |
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|---|---|---|---|---|---|---|---|
| Ca h F s |
lo in lu de d in t ws c t tr a |
he in im te r c i bu d he te to t |
l i da d f te on so c om p an y |
in ia l s ta te ts an c m en |
|||
| Fo he r t s ix hs nt mo io d de d p er en Ju 3 0, ne |
Fo he r t s io d p er Ju ne |
ix hs nt mo de d en 3 0, |
Fo he r t hre hs t t e m on d Ju io d de p er en 3 0, ne |
Fo he hr r t t io d p er Ju ne |
hs t ee m on de d en 3 0, |
Fo he r t de d y ea r e n De be 3 1, ce m r |
|
| 2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 3 |
2 0 1 3 |
2 0 1 2 |
2 0 1 2 |
|
| ( d ite d ) un au |
( un au |
d ite d ) |
( d ite d ) un au |
( d un au |
ite d ) |
( d ite d ) au |
|
| Co ien nv en ce lat ion tra ns int Eu ( 1 ) o ro |
N | I S |
( in ho ds ) t us an Co ien nv en ce lat ion tra ns int Eu ( 1 ) o ro |
N I S |
|||
| Ap d ix B No h o ion t p en n-c as p er a s - Ca i l n bs i d iar ta te to p o su y |
- | - | - | - | - | - | 2, 0 0 0 |
| Bo k ing i l be f i is ing fro ion i h a ta t a tra t t o a ca p ne r m a ns ac w l l ing tro ty co n p ar |
2 2 |
1 0 4 |
- | - | - | - | - |
| ( ) Se C. 2 te 1 e no |
|||||||
| T he d d i ion l in fo ion he f ina ia l in fo ion fo t t to t t a a rm a nc rm a rm |
in l p he te t t s a n g ra ar |
f. re o |
|||||
| 4 7 - - |
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 June 30, 2013 (EURO 1 = NIS 4.7197).
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 March 31, 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.
August 29, 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.
August 29, 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. Background5 | |
|---|---|
| 2. Methodology8 | |
| 3. Calculation Model 8 |
|
| 4. ILS Cash Flow Calculations | 9 |
| 5. Fair Value Calculations 18 |
|
| 6. Findings23 |
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 |
| Cumulative | Total | 2009 | 2010 | 2011 | 2012 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Actual | Cumulative | Year 2009 | Year 2010 | Year 2011 | Year 2012 | ||||||
| Transaction No. |
Amount in EUR as of 30/06/2013 |
Actual Amount in ILS as of 30/06/2013 |
Total Expected Amount in ILS |
Total Actual Amount in ILS |
Total Expected Amount in ILS |
Total Actual Amount in ILS |
Total Expected Amount in ILS |
Total Actual Amount in ILS |
Total Expected Amount in ILS |
Total Actual Amount in ILS |
|
| SO9024592 | € 9,432,538 | ₪48,247,171 | ₪14,577,321 | ₪14,746,628 | ₪29,747,772 | ₪26,656,597 | ₪5,237,501 | ₪4,743,947 | ₪0 | ₪0 | |
| SO9024593 | € 4,497,003 | ₪22,980,597 | ₪6,918,719 | ₪6,875,196 | ₪11,682,369 | ₪10,517,110 | ₪6,191,981 | ₪5,588,291 | ₪0 | ₪0 | |
| SO9026013 | € 1,296,171 | ₪6,631,183 | ₪1,384,069 | ₪1,395,250 | ₪5,671,166 | ₪5,235,933 | ₪0 | ₪0 | ₪0 | ₪0 | |
| SO9027063 | € 177,000 | ₪906,618 | ₪0 | ₪0 | ₪719,572 | ₪683,235 | ₪239,650 | ₪223,383 | ₪0 | ₪0 | |
| SO10027583 | € 128,537 | ₪644,729 | ₪0 | ₪0 | ₪582,058 | ₪566,248 | ₪56,001 | ₪54,827 | ₪24,760 | ₪23,654 | |
| SO9026912 | € 1,409,140 | ₪7,200,670 | ₪0 | ₪0 | ₪7,077,563 | ₪6,657,687 | ₪585,143 | ₪542,983 | ₪0 | ₪0 | |
| SO10028957 | € 36,260 | ₪174,423 | ₪0 | ₪0 | ₪86,233 | ₪84,613 | ₪86,335 | ₪89,811 | ₪0 | ₪0 | |
| SO10029075 | € 85,748 | ₪428,740 | ₪0 | ₪0 | ₪280,603 | ₪302,640 | ₪116,978 | ₪126,100 | ₪0 | ₪0 | |
| SO10028772 | € 1,380,801 | ₪6,844,850 | ₪0 | ₪0 | ₪4,938,815 | ₪5,139,187 | ₪1,572,012 | ₪1,705,663 | ₪0 | ₪0 | |
| SO10029601 | € 1,158,700 | ₪5,829,432 | ₪0 | ₪0 | ₪2,004,760 | ₪2,011,463 | ₪3,728,806 | ₪3,817,969 | ₪0 | ₪0 | |
| SO10029738 | € 163,642 | ₪821,962 | ₪0 | ₪0 | ₪773,057 | ₪796,804 | ₪24,723 | ₪25,158 | ₪0 | ₪0 | |
| SO10030086 | € 139,421 | ₪684,614 | ₪0 | ₪0 | ₪0 | ₪0 | ₪679,862 | ₪684,614 | ₪0 | ₪0 | |
| SO10030459 | € 48,000 | ₪240,000 | ₪0 | ₪0 | ₪0 | ₪0 | ₪242,487 | ₪240,000 | ₪0 | ₪0 | |
| SO10030873 | € 77,649 | ₪377,422 | ₪0 | ₪0 | ₪189,002 | ₪182,273 | ₪170,136 | ₪176,266 | ₪18,897 | ₪18,883 | |
| SO10030874 | € 222,547 | ₪1,081,679 | ₪0 | ₪0 | ₪570,203 | ₪549,902 | ₪513,285 | ₪531,777 | ₪0 | ₪0 | |
| SO10031217 | € 21,814 | ₪106,849 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪102,697 | ₪106,849 | |
| SO10031195 | € 28,093 | ₪133,000 | ₪0 | ₪0 | ₪0 | ₪0 | ₪132,855 | ₪133,000 | ₪0 | ₪0 | |
| SO10030475 | € 59,853 | ₪294,336 | ₪0 | ₪0 | ₪244,980 | ₪237,162 | ₪56,501 | ₪57,174 | ₪0 | ₪0 | |
| SO10031025 | € 33,163 | ₪160,480 | ₪0 | ₪0 | ₪0 | ₪0 | ₪160,228 | ₪160,480 | ₪0 | ₪0 | |
| SO10030653 | € 33,000 | ₪167,134 | ₪0 | ₪0 | ₪0 | ₪0 | ₪165,701 | ₪167,134 | ₪0 | ₪0 | |
| SO11033018 | € 24,179 | ₪120,000 | ₪0 | ₪0 | ₪0 | ₪0 | ₪119,895 | ₪120,000 | ₪0 | ₪0 | |
| SO11033017 | € 32,626 | ₪161,923 | ₪0 | ₪0 | ₪0 | ₪0 | ₪161,772 | ₪161,923 | ₪0 | ₪0 | |
| USO1202098 | € 3,659,153 | ₪18,033,429 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪0 | ₪14,118,200 | ₪14,230,530 | |
| € 24,145,037 | ₪122,271,242 | ₪22,880,108 | ₪23,017,074 | ₪64,568,155 | ₪59,620,853 | ₪20,241,852 | ₪19,350,499 | ₪14,264,554 | ₪14,379,917 |
The following table reports the expected inflows in ILS as of the date of agreement signing and the valuation date (30/06/2013):
| 2013 Year 2013 |
|
|---|---|
| Total Expected Amount in ILS |
Total Actual Amount in ILS |
| ₪3,925,162 | ₪3,500,150 |
| ₪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 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪0 | ₪0 |
| ₪8,982,976 | ₪8,722,897 |
| ₪12,908,138 | ₪12,223,047 |
2. Methodology
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 30/06/2013 (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.
| Transaction | Date of order signing | Inflow in ILS |
|---|---|---|
| SO9024592 | 06/05/2009 | ₪58,238,562 |
| SO9024593 | 06/05/2009,07/12/2009 | ₪24,793,069 |
| SO9026013 | 29/09/2009,11/12/2009,15/01/2010, 24/03/2010 | ₪7,847,375 |
| SO9027063 | 23/12/2009 | ₪959,222 |
| SO10027583 | 04/02/2010 | ₪710,019 |
| SO9026912 | 17/12/2009,13/01/2010 | ₪9,095,186 |
| SO10028957 | 31/05/2010 | ₪217,647 |
| SO10029075 | 10/06/2010 | ₪397,581 |
| SO10028772 | 16/05/2010 | ₪8,192,370 |
| SO10029601 | 28/07/2010 | ₪5,733,566 |
| SO10029738 | 12/08/2010 | ₪877,294 |
| SO10030086 | 19/09/2010 | ₪679,862 |
| SO10030459 | 24/10/2010 | ₪242,487 |
| SO10030873 | 28/11/2010 | ₪378,036 |
| SO10030874 | 28/11/2010 | ₪1,141,148 |
| SO10031217 | 22/12/2010 | ₪102,697 |
| SO10031195 | 21/12/2010 | ₪132,855 |
| SO10030475 | 25/10/2010 | ₪378,421 |
| SO10031025 | 07/12/2010 | ₪201,140 |
| SO10030653 | 08/11/2010 | ₪165,701 |
| SO11033018 | 16/03/2011 | ₪119,895 |
| SO11033017 | 16/03/2011 | ₪161,772 |
| USO1202098 | 24/05/2012 | ₪50,671,265 |
| Total | ₪171,437,167 |
C. The following table reports payments in ILS for a corresponding agreement inception date:
D. The following tables summarize the data used for the forward rate and ILS payment calculations for corresponding agreement inception date.
| 06/05/2009 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||||||
| 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 |
Date: 29/09/2009.
| 29/09/2009 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||||||
| 31/01/2010 | 5.4864 | |||||||||||
| 31/07/2010 5.4894 |
||||||||||||
| 30/06/2012 | 5.5246 |
Date: 07/12/2009.
| 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 |
Date: 11/12/2009.
| 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 |
Date: 15/01/2010.
| 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 |
Date: 24/03/2010.
| 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 |
Date: 31/05/2010.
| 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 |
Date: 19/09/2010.
| 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 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||||||||
| 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 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment Forward Rate |
|||||||||||||
| 30/06/2012 | 4.8713 |
Date: 07/12/2010.
| 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 |
Date: 21/12/2010.
| 21/12/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment Forward Rate |
|||||||||||||
| 28/02/2011 | 4.7300 |
| 22/12/2010 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | ||||||||||||
| 28/02/2011 | 4.7108 |
Date: 16/03/2011.
| 16/03/2011 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | |||||||||||||
| Forward Rate |
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 |
| 30/06/2013 | 4.9717 |
| 30/04/2013 | 4.9584 |
| 30/06/2013 | 4.9717 |
| 30/06/2013 | 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 |
| 30/06/2013 | 4.9518 |
| 30/04/2013 | 4.9584 |
| 30/06/2013 | 4.9717 |
| 30/06/2013 | 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 |
| 30/06/2013 | 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 |
| 30/06/2013 | 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 (30/06/2013):
| 30/06/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO9024592 | 06/05/2009 | 23/03/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO9026013 | 29/09/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 29/09/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 11/12/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 11/12/2009 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 15/01/2010 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 15/01/2010 | 31/03/2011 | 30/09/2013 | 4.7170 |
| SO9026013 | 24/03/2010 | 31/03/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||||
| SO10027583 | 04/02/2010 | 31/03/2010 | 30/09/2013 | 4.7170 |
| 30/06/2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||||
| SO9026912 | 17/12/2009 | 19/01/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 17/12/2009 | 19/01/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 13/01/2010 | 19/01/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 17/12/2009 | 19/04/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 17/12/2009 | 19/04/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 13/01/2010 | 19/04/2011 | 30/09/2013 | 4.7170 | |||||||
| SO9026912 | 13/01/2010 | 19/04/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | ||||||
| SO10028957 | 31/05/2010 | 28/02/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | ||||||||
| SO10029075 | 10/06/2010 | 31/03/2011 | 30/09/2013 | 4.7170 | ||||||||
| SO10029075 | 10/06/2010 | 31/03/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||
| SO10028772 | 16/05/2010 | 03/04/2011 | 30/09/2013 | 4.7170 | |||||
| SO10028772 | 16/05/2010 | 03/07/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10029738 | 12/08/2010 | 30/04/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10030874 | 28/11/2010 | 31/03/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||
| SO10030475 | 25/10/2010 | 30/04/2011 | 30/09/2013 | 4.7170 | |||||
| SO10030475 | 25/10/2010 | 03/07/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |||||
| SO10031025 | 07/12/2010 | 30/04/2011 | 30/09/2013 | 4.7170 | |||||
| SO10031025 | 07/12/2010 | 30/07/2011 | 30/09/2013 | 4.7170 |
| 30/06/2013 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| USO1202098 | 24/05/2012 | 30/04/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 4.7127 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 4.7099 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7151 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7151 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 4.7127 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 4.7099 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 4.7184 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 4.7151 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 4.7127 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 4.7071 |
|---|---|---|---|---|
| USO1202098 | 24/05/2012 | 31/07/2014 | 31/07/2014 | 4.7060 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 4.7170 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 4.7071 |
The fair value for 30/06/2013 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 30/06/2013 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.
| 30/06/2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 |
| Rate of Return |
1.08% | 1.10% | 1.12% | 1.14% | 1.16% | 1.19% | 1.21% | 1.23% | 1.25% | 1.25% | 1.26% | 1.26% |
| Transaction | Transaction Volume in |
Expected CF | Transaction Volume Balance in EUR as of |
Expected CF in ILS Balance as of |
CF in ILS Balance as of |
Fair Value as of |
|---|---|---|---|---|---|---|
| No. | EUR | in ILS | 30/06/2013 | 30/06/2013 | 30/06/2013 | 30/06/2013 |
| SO9024592 | € 10,591,854 | ₪58,238,562 | € 867,186 | ₪4,750,806 | ₪4,090,491 | ₪(660,315) |
| SO9024593 | € 4,497,003 | ₪24,793,069 | € 0 | ₪0 | ₪0 | ₪0 |
| SO9026013 | € 1,440,190 | ₪7,847,375 | € 144,019 | ₪792,140 | ₪679,333 | ₪(112,807) |
| SO9027063 | € 177,000 | ₪959,222 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10027583 | € 137,458 | ₪710,019 | € 8,922 | ₪47,199 | ₪42,082 | ₪(5,117) |
| SO9026912 | € 1,671,892 | ₪9,095,186 | € 262,752 | ₪1,432,480 | ₪1,239,393 | ₪(193,087) |
| SO10028957 | € 45,325 | ₪217,647 | € 9,065 | ₪45,078 | ₪42,759 | ₪(2,319) |
| SO10029075 | € 85,748 | ₪397,581 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10028772 | € 1,726,001 | ₪8,192,370 | € 345,200 | ₪1,681,543 | ₪1,628,298 | ₪(53,245) |
| SO10029601 | € 1,158,700 | ₪5,733,566 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10029738 | € 179,575 | ₪877,294 | € 15,933 | ₪79,514 | ₪75,155 | ₪(4,358) |
| 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 | ₪1,141,148 | € 11,713 | ₪57,659 | ₪55,250 | ₪(2,409) |
| SO10031217 | € 21,814 | ₪102,697 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10031195 | € 28,093 | ₪132,855 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030475 | € 74,817 | ₪378,421 | € 14,964 | ₪76,939 | ₪70,585 | ₪(6,355) |
| SO10031025 | € 41,453 | ₪201,140 | € 8,291 | ₪40,912 | ₪39,107 | ₪(1,806) |
| 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 | ₪50,671,265 | € 5,534,702 | ₪27,570,089 | ₪26,098,712 | ₪(1,471,376) |
| € 32,704,181 | ₪171,437,167 | € 7,222,746 | ₪36,574,361 | ₪34,061,167 | ₪(2,513,194) |
The table below presents the Fair Value as of 30/06/2013:
PRESS RELEASE Airport City, Israel, August 29, 2013
UNITRONICS (1989) (R"G) LTD.
Airport City, Israel - August 29, 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: June 30th, 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)
| Fu d Pa ts n y m en |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
S U D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
||
| F irs Ye t ar |
||||||||||
| 1 8, 0 4 4 |
5, 7 4 6 |
|||||||||
| Se d co n |
||||||||||
| Ye ar |
1 8, 4 0 0 |
4, 8 7 1 |
||||||||
| T h ir d Ye ar |
||||||||||
| 1 8, 4 0 0 |
3, 8 4 8 |
|||||||||
| Fo h Ye t ur ar |
||||||||||
| 1 8, 4 0 0 |
2, 8 2 5 |
|||||||||
| F i f h Ye t ar |
||||||||||
| So On d an |
3 3, 3 7 7 |
3, 6 1 9 |
||||||||
| To l ta |
1 0 6, 6 2 1 |
2 0, 9 0 9 |
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)
| Fu d Pa ts n y m en |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
S U D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
|||
| F irs Ye t ar |
6 9 |
8 | |||||||||
| Se d co n Ye ar |
4 3 |
1 | |||||||||
| T h ir d Ye ar |
- | - | |||||||||
| Fo h Ye t ur ar |
- | - | |||||||||
| F i f h Ye t ar So On d an |
- | - | |||||||||
| To l ta |
1 1 2 |
9 |
C. Bank credit – from Israeli banks ("Solo" report) (in NIS thousands)
| Fu d Pa ts n y m en |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
U S D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
||||
| F irs Ye t ar |
3, 9 3 0 |
3 9 5 |
3 1 2 |
|||||||||
| Se d co n |
||||||||||||
| Ye ar |
1, 9 6 2 |
3 9 5 |
2 3 2 |
|||||||||
| T h ir d Ye ar |
9 2 3 |
3 9 5 |
1 8 2 |
|||||||||
| Fo h Ye t ur ar |
8 2 9 |
3 9 5 |
1 4 8 |
|||||||||
| F i f h Ye t ar |
||||||||||||
| So On d an |
3, 3 6 4 |
1 9 7 |
4 8 6 |
|||||||||
| To l ta |
||||||||||||
| 1 1, 0 0 8 |
1, 7 7 7 |
1, 3 6 0 |
| D. | Ba k c d i fro t – n re m |
ba ks br d n a oa |
( "S lo " r o ep or |
) t |
( in N I S ho ds ) t us an |
|---|---|---|---|---|---|
| Fu d Pa ts n y m en |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
S U D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
||
| F irs Ye t ar |
||||||||||
| Se d co n |
||||||||||
| Ye ar |
||||||||||
| T h ir d Ye ar |
||||||||||
| Fo h Ye t ur ar |
||||||||||
| F i f h Ye t ar |
||||||||||
| So On d an |
||||||||||
| To l ta |
E. Summary table of tables A-D, Total credit- banking, non-banking and debentures ("Solo" report) (in NIS thousands)
| Fu d Pa ts n y m en |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| S N I In de x L in ke d |
S N I In de x Un l in ke d |
Eu ro |
U S D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
|
| F irs Ye t ar |
|||||||||
| 1 8, 0 4 4 |
6 9 |
3, 9 3 0 |
3 9 5 |
6, 0 6 6 |
|||||
| Se d co n |
|||||||||
| Ye ar |
1 8, 4 0 0 |
4 3 |
1, 9 6 2 |
3 9 5 |
5, 1 0 4 |
||||
| T h ir d Ye ar |
1 8, 4 0 0 |
- | 9 2 3 |
3 9 5 |
4, 0 3 0 |
||||
| Fo h Ye t ur ar |
1 8, 4 0 0 |
- | 8 2 9 |
3 9 5 |
2, 9 7 3 |
||||
| F i f h Ye t ar |
|||||||||
| d So On an |
3 3, 3 7 7 |
- | 3, 3 6 4 |
1 9 7 |
4, 1 0 5 |
||||
| To l ta |
|||||||||
| 1 0 6, 6 2 1 |
1 1 2 |
1 1, 0 0 8 |
1, 7 7 7 |
2 2, 2 7 8 |
| Fu d Pa ts n y m en |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
U S D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
||
| F irs Ye t ar |
||||||||||
| Se d co n Ye ar |
||||||||||
| T h ir d Ye ar |
||||||||||
| Fo h Ye t ur ar |
||||||||||
| F i f h Ye t ar d So On an |
||||||||||
| To l ta |
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)
| Fu d Pa ts n y m en |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| S N I In de x L in ke d |
S N I In de x Un l in ke d |
Eu ro |
U S D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t m en y ( W i ho t t u Ta x De du io ) t c n |
|
| F irs Ye t ar |
|||||||||
| Se d co n |
|||||||||
| Ye ar |
|||||||||
| T h ir d Ye ar |
|||||||||
| Fo h Ye t ur ar |
|||||||||
| F i f h Ye t ar |
|||||||||
| d So On an |
|||||||||
| To l ta |
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)
| Fu d Pa ts n m en y |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| N I S In de x L in ke d |
N I S In de x Un l in ke d |
Eu ro |
U S D |
--- | --- | --- | O he t r |
G ro ss In te t re s Pa t y m en ( W i ho t t u Ta x De du io ) t c n |
||
| F irs Ye t ar |
||||||||||
| Se d co n |
||||||||||
| Ye ar |
||||||||||
| T h ir d Ye ar |
||||||||||
| Fo h Ye t ur ar |
||||||||||
| F i f h Ye t ar |
||||||||||
| d So On an |
||||||||||
| To l ta |
Respectfully,
Unitronics (1989) (R"G) Ltd.
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