Quarterly Report • Nov 22, 2012
Quarterly Report
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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, automated distribution centers and automated parking facilities. In addition, the Company engages in automated system design, development, production, construction and maintenance services for automated parking solutions, through Unitronics Parking Solutions Ltd., a wholly owned Israeli subsidiary of the Company, and through Unitronics Systems Inc., a wholly owned American subsidiary of the Company.1
The Company's PLCs are distributed by over one hundred and forty distributors in approx. fifty countries throughout Europe, Asia, America and Africa, as well as by means of Unitronics Inc., a wholly owned company incorporated in the US. The Company's
1 In its meeting on July 10, 2012, the Board of Directors of the Company resolved to concentrate the Company's Systems Department activities and/or the Company's activities in the field of parking solutions in the US and/or North America within the framework of Unitronics Systems Inc., as set forth in Paragraph 3.5 in Chapter A of this report.
services in the field of parking systems and solutions are provided mainly to customers in Israel, and, in a few cases, outside of Israel as well. The Company's services in the field of parking solutions are mainly provided to customers in Israel through Unitronics Parking Solutions Ltd, and to customers in the US and North America through Unitronics Systems Inc.
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).
In July 2011, the Company signed an agreement for the acquisition of the capitalized leasing rights in a property intended for Company use, on an area of about 11,000 m2 in the industrial zone of Hevel Modi'in-Tirat Yehuda (hereinafter: "the Asset") for consideration of NIS 17.37 million plus VAT ("the Rights"). For details on the acquisition of the rights in the asset, see the company's Immediate Report dated July 7, 2011, included herein by way of reference, Ref. No. 2011-01-207288. On May 9, 2012, the Company's rights in the asset were recorded at the Israel Land Administration.
After the balance sheet date, On November 22, 2012, the Board of Directors of the Company adopted a new plan for the buyback of the Company's shares ("the New Plan"), which replaced and cancelled a previous plan from August 2012 ("the August 2012 Plan"), in the framework of which no shares had been purchased by the Company. Under the New Plan, the Board authorized the Company to purchase, from time to time, in the framework of trading on the Tel Aviv Stock Exchange or the Euronext Stock Exchange in Belgium, or directly from unrelated parties, Company shares for a total sum not exceeding NIS 2 million (including expenses related to the buyback, including the fees of consultants and service providers in connection with the buyback and therefore, the anticipated cost of the plan is up to NIS 2 million). The planned date for implementation of the New Plan is up to March 31, 2013 (For further details see immediate report on the approval of a purchase plan, dated November 22, 2012, Ref. No. 2012-01-287310 included herein by way of reference)
Within the framework of the May 2012 Plan, and during the period of said plan, the Company purchased 11,535 Company shares on the stock exchange for a sum of approximately NIS 68,000. For further details on the Company's purchases, see the report dated July 15, 2012, Ref. No. 2012-01-185475, the report dated July 23, 2012, Ref. No. 2012-01-192084, the report dated July 30, 2012, Ref. No. 2012-01-196938 and the report dated July 31, 2012, Ref. No. 2012-01-198216, which are included herein by way of reference.
As of the date of publication of this report, the Company holds a total of 1,605,432 shares (out of 11,678,504 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 this term is defined in the Companies Law, 1999. For details regarding previous buyback plans adopted by the Company, see Section 2.1.2.20 of Chapter B of the Company's Periodic Report for 2011, which was published by the Company on March 29, 2012, Ref. No. 2012-01-086961 (hereinafter – "the Periodic Report"). In addition, and on the same matter, see immediate reports on the approval of a purchase plan, included herein by way of reference: report dated March 29, 2012, Ref. No. 2011-01-086538, a report dated May 29, 2012, Ref. No. 2012-01-138882 and a report dated August 30, 2012, Ref. No 2012-01-225633).
In its meeting on July 10, 2012, the Board of Directors of the Company resolved to concentrate the Company's Systems Department activities and/or the Company's activities in the field of parking solutions in the US and/or North America in a subsidiary wholly owned by the Company. For details, see the Company's immediate report dated July 10, 2012, Ref. No. 2012-01-182154, included herein by way of reference. As of the date of publication of this report, this subsidiary had not begun to carry out any significant activities.
On August 30, 2012, the Board of Directors adopted the recommendation of the Audit Committee, to adopt Negligible Transactions Procedure, as defined in Article 41 (a) (6) of the Securities Regulations (Annual Financial Statements), 2010. For further details see the company's immediate report regarding an event or matter outside the ordinary business corporation, dated August 30, 2012 (Ref. No. 2012-01-225675), included herein by way of reference.
The Company has convened an annual general meeting of its shareholders for 09:00 (Brussels time), on Thursday, December 13, 2012 at the Sheraton Zaventem Hotel in Brussels, Belgium. The items on the meeting's agenda are as follows: (i) presentation of the Periodic Report to the Company's shareholders; (ii) approval of the re-appointment of the Amit-Halfon accounting firm as the Company's auditors for 2012 and for the period up to the next annual meeting of the Company's shareholders and authorizing the Company's board of directors to determine its fee; (iii) approval of the re-appointment of Mr. Zv Livne as a director of the Company (category B) for an additional term of office of three years up to the date of the Company's annual general meeting for 2015, in accordance with the Company's Articles of Association; (iv) approval of the reappointment of Mr. Moshe Braaz as an external director of the Company for a third three-year term of office, effective as of December 9, 2012 (the end of the current threeyear term). For additional details, see immediate report regarding Convening of a Meeting dated October 3, 2012, Ref. No. 2012-01-247902, included herein by way of reference.
After the balance sheet date, on November 22, 2012, Mrs. Miri Ben David, CPA was appointed as the Company's Controller. For further details see immediate report dated November 22, 2012 regarding the appointment of a senior office holder at the Company, Ref. No. 2012-01-287292, included herein by way of reference.
After the balance sheet date, on November 22, 2012, Adv. Hilit Bar Sorya, the Company's In-House Legal Counsel was appointed as an Independent Authorized Signatory. For further details see immediate report dated November 22, 2012 regarding the appointment of a senior office holder at the Company, Ref. No. 2012-01-287277, included herein by way of reference.
On August 19, 2012, Mr. Ya'acov Vider, VP of NPI quality and reliability, ceased to hold office. For further details see immediate report dated August 19, 2012 regarding a senior officer that ceased to hold office, Ref. No. 2012-01-214110, included herein by way of reference.
On August 26, 2012, the Company paid four out of five payments of the debentures principal (Series 2), issued by the Company under the 2006 Prospectus. Following this payment, there are 5,380,000 outstanding debentures (Series 2). For details see immediate report on the Status of the Corporation's Capital and Securities Registers, included herein by way of reference, dated 26 August 2012, reference No 2012-01- 219201.
On August 31, 2012, the remaining 105,000 options allotted to a former employee of the Company in April 2007 expired unexercised. Thus, the 210,000 options allotted to the former employee have expired unexercised. Following the expiry of the said options, all the 5/04 Unitronics options (employee options), security no: 1090406, are no longer outstanding. For details on the grant of options to a former employee, see Section 4.17.6 of the Periodic Report and for details on the expiry of options, see immediate report on the Status of the Corporation's Capital and Securities Registers, included herein by way of reference, dated September 2, 2012, Ref. No. 2012-01-227067.
After the balance sheet date, it has been resolved by the Company's Board of Directors on November 22nd 2012, to authorize Advocate Hilit Bar Sorya, the Company's In-House Legal Counsel, as a signatory rights on behalf of the Company , replacing Mr. Eyal Saban. For further details see immediate report dated November 22, 2012 regarding Signatory rights on behalf of the Company, Ref. No2012-01-287259, included herein by way of reference.
After the balance sheet date, on November 22, 2012, the Company's Board of Directors appointed a Remuneration Committee on behalf of the Company according to the amendment 20 of the Companies Law – 1999 and appointed the Directors CPA Tzvi Livne and CPA Yoel Sela (External Director) to serve as members in the Remuneration Committee and CPA Moshe Braz (External Director), to serve as the chairman of the Remuneration Committee,
Pursuant to the Company's reports dated February 6, 2011, about the winning of a
tender for the construction of an automated warehouse (hereinafter in this paragraph: "the Project") for a customer in Israel (Ref. No. 2011-01-038982) (hereinafter in this paragraph: "the Customer"), and dated March 30, 2011 about the receipt of an agreement signed by the Customer (Ref. No. 2011-01-100404), which are included herein by way of reference, on June 28, 2011, the Company received an administrative petition against the Customer and against the Company ("the Petition").
As part of the Petition, the petitioner asked to be given the opportunity to peruse all the documents related to the aforementioned tender, in a manner that will make it possible to assess the Customer's decision to declare that the Company won the tender. Moreover, the Petitioner asked the court to announce that, until it completes its perusal of the tender documents and is given an opportunity to examine and assess the aforementioned decision by the Customer, the tender process is incomplete, and the Customer may not enter into an agreement with the Company in relation to the Project and/or issue a job order to the Company and/or carry out the Customer's decision.
The district court set a date for hearing the Petition, October 24, 2011. However, on October 2, 2011, the district court approved a decision for a deliberative arrangement that the parties agreed to, according to which they would conduct a negotiation in an attempt to end the dispute between them outside of the walls of the court, which would render the proceedings redundant.
As part of a hearing that took place in the courtroom on January 22, 2012, on the matter of the Company's request to annul the administrative petition, the court handed down a verdict on the Petition that ends the proceedings thereon.
As part of the hearing, the Petitioner's legal representative announced that he was not attacking the tender proceedings and results, but he was reserving the right to file a monetary claim, if necessary.
Under these circumstances, the parties reached an agreement regarding continued clarification of the scope of the right to peruse the tender documents, in the framework of the Customer's tender committee, and pursuant to the procedures that were agreed upon. For details, see the Immediate Report of an incident or matter deviating from the corporation's ordinary business, dated January 22, 2012, included herein by way of reference, Ref. No. 2012-01-021807.
On April 1, 2012, the Petitioner requested that the verdict handed down by the district court be annulled, asserting that the representations on which the verdict was based do not actually exist. On April 2, 2012, the court ordered the Customer to respond, pointing out in its decision that, ostensibly, a verdict cannot be annulled in the manner exercised by the Petitioner.
On May 1, 2012, the Customer responded to the verdict annulment request and vehemently opposed it. Although the court did not instruct the Company to respond explicitly to the request to annul the verdict, the Company submitted a response that same day, opposing the verdict annulment request on procedural and material grounds. On May 15, 2012, the court rejected the Petitioner's request to annul the verdict.
On December 15, 2011, a supplier of the Company (hereinafter in this paragraph: "the Supplier") filed a monetary claim in a summary procedure against the Company in an immaterial amount at the magistrate's court in Petach Tikvah, alleging that the Company was illegally withholding a payment balance, as well as for illegal forfeiture of a bank guarantee, all in relation to projects implemented by the Company for customers.
On December 27, 2011, the Company requested that a bank guarantee be deposited to secure the payment of its expenses and to extend the deadline for submitting a request for permission to defend itself by 30 days following deposit of the bank guarantee.
On January 1, 2012, the court granted the Company an extension for submitting the request for permission to defend itself to January 22, 2012, and ordered the Supplier to respond to the request for deposit of a guarantee for expenses within 20 days.
On January 22, 2012, the Company applied, through its legal advisers, for permission to defend itself. As part of said application, it made various claims against the Supplier, alleging that it had conducted itself improperly during the aforementioned projects, failed to implement the jobs it had undertaken to implement, and caused damage to the Company. In addition, the Company requested that the amount of this claim be offset by larger amounts for damages caused to it and sought to claim the said amounts in a separate action.
On February 13, 2012, the Company filed, through its legal advisers, a monetary claim totaling NIS 2.5 million (for fee purposes) at the magistrate's court in Petach Tikvah against the Supplier.
As part of its claim statement, the Company claimed that the Supplier had committed material breaches in everything related to its obligations toward the Company pursuant to agreement regarding those Company projects for those customers and in relation to damages it was caused due to said breaches.
On March 26, 2012, the Supplier filed a defense statement and, in addition, a counter claim in the amount of approx. NIS 1.4 million for a payment balance that, as it claims, is owed to the Supplier by the Company, as well as for damages and losses that, as it claims, it was caused as a result of the Company's conduct.
On April 30, 2012, the Company filed a defense statement, in which it, inter alia, reiterated its allegations in the counterclaim that it had filed, as stated above, on February 13, 2012.
On July 8, 2012, the court accepted the parties' motion to cancel their mutual claims, without an order for expenses, and as part of a compromise agreement that was signed by the parties. As part of the signed compromise agreement, the Company paid the Supplier an immaterial sum for the full and final cancellation of all the reciprocal claims and/or demands and/or petitions between the parties in this lawsuit and in the counter suit, as set forth above. The court granted the compromise agreement the validation of a verdict and quashed the proceedings in these cases.
The total assets based on the consolidated balance sheet of the Company as of September 30, 2012, amounted to approx. NIS 173.694 million compared with approx. NIS 164.573 million as of December 31, 2011.
The balance of cash, cash equivalents and marketable securities did not change materially and together they amounted to approx. NIS 51.009 million as of September 30, 2012, compared with approx. NIS 52.696 million as of December 31, 2011.
An increase was recorded in inventory, which totaled approx. NIS 19.495 million as of September 30, 2012, compared with approx. NIS 16.505 million as of December 31, 2011. This increase primarily stems from a certain adjustment of inventory levels, for managerial and operational considerations, in the products segment.
An increase was recorded in the balance of intangible assets, which amounted to NIS 30.988 million as of September 30, 2012, compared with approx. NIS 23.834 million as of December 31, 2011. The increase is mainly attributable to the recording of Company development assets in respect of which development costs satisfy the conditions for recognition as an intangible asset, less current amortization.
In all other asset items, there were no material changes as compared with December 31, 2011.
An increase was recorded in current maturities of long-term liabilities, which totaled approx. NIS 22.550 million as of September 30, 2012, compared with approx. NIS 10.585 million as of December 31, 2011. The increase is mainly attributable to the firsttime recording of a current maturity in respect of debentures (Series 3).
An increase was recorded in trade payables, which amounted to approx. NIS 18.568 million as of September 30, 2012, compared with approx. NIS 14.175 million as of December 31, 2011. This item increased primarily due to a rise in the balance of trade payable in the products segment.
Balances of accounts payable increased to approx. NIS 25.686 million as of September 30, 2012 compared with approx. 15.776 million as of December 31, 2011. This increase is mainly due to a rise in income in advance in the systems segment.
Non-current liabilities as of September 30, 2012, totaled approx. NIS 60.371 million, compared with NIS 79.257 million as of December 31, 2011. Most of the decrease stems from the first-time recording of a current maturity in respect of debentures (Series 3), as stated in 3.7 above.
In all other liability items, there were no material changes as compared with December 31, 2011.
A decrease was recorded in the Company's working capital, which totaled approx. NIS 34.638 million as of September 30, 2012, compared with approx. NIS 58.199 million as of December 31, 2011. Most of the decrease stems from the first-time recording of a current maturity in respect of debentures (Series 3) and from an increase in accounts payable, as stated above.
The Company's shareholders' equity increased to approx. NIS 45.729 million as of September 30, 2012, compared with approx. NIS 43.703 million as of December 31, 2011. The increase mostly derived from the net income for the period as detailed below.
Company revenues in the first nine months of 2012 came to approx. NIS 34.876 million, compared with approx. NIS 33.094 million in the same period of 2011 (a 5% increase). This increase is mainly attributable to revenues from the product segment, as detailed below. The Company's revenues in the first nine months of 2012 totaled approx. NIS 106.621 million, compared with approx. NIS 108.394 million in the corresponding period of 2011 (a 2% decrease). The decrease since the start of 2012 mainly stems from a decline in revenues from the systems segment, as detailed below.
Company revenues from the products segment in the quarter ended September 30, 2012, amounted to approx. NIS 23.650 million, an increase of 9% compared with approx. NIS 21.673 million in the corresponding quarter of 2011. Revenues from the products segment in the first nine months of 2012 amounted to approx. NIS 70.376 million, a 6% increased compared with approx. NIS 66.372 million in the same period of 2011.
Revenues from the systems segment in the quarter ended September 30, 2012, amounted to approx. NIS 11.088 million, a 2% decrease compared with approx. NIS 11.295 million in the same quarter of 2011. Revenues from the systems segment in the firsts nine months of 2012 amounted to approx. NIS 35.795 million, a 14% decrease compared with approx. NIS 41.717 million in the same period of 2011. The decrease 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 relation to the planning and construction of a logistics system for a customer in Israel (for details see Sections 1.10.9 of the Company's Annual Periodic Report), and from the rate of receipt of orders from customers for the construction of systems in the reported period, which is partly explained by the relative volatility characteristic of this segment. In May 2012, the Company signed an agreement for the construction of a logistics system with a customer in Israel. (For details see immediate report published by the Company regarding An Even or Matter Outside the Corporation's Ordinary Business Activities, dated May 13, 2012, Ref. No. 2012-01-123351, included herein by way of reference).
Revenues from the products segment in the quarter ended September 30, 2012, accounted for 68% of total Company revenues in this quarter, whereas revenues from the systems segment in the same period accounted for 32% of total revenues. In the corresponding quarter of 2011; revenues from the products segment represented 65% of total Company revenues in that quarter, whereas revenues from the systems segment accounted for 34% of total revenues. Overall for the year 2011, revenues from products accounted for 63% of total revenues, while revenues from systems accounted for 37% of total revenues (less than 1% stems from other revenues).
Gross profit in the quarter ended September 30, 2012, totaled approx. NIS 7.471 million (about 21% of total revenues for the period), as compared with approx. NIS 9.552 million in the corresponding quarter of 2011 (about 29% of total revenues for the period). The gross profit in the first nine months of 2012 amounted to approx. NIS 27.123 million (25% of total revenues for the period), compared with approx. NIS 29.687 million in the same period of 2011 (about 27% of total revenues for the period).
The change in gross profit margins stems from a change in the revenue mix from different operating segments (the gross profit margins in the systems segment are lower than profit margins in the products segment, and accordingly, when the revenue mix in the systems segment rises, the weighted gross profit margin drops, and vice-versa) and from the change in the gross profit margins in the Company's operating segments (for details, see the analysis of business results by operating segment in Section 2.2.4 of the Company's Periodic Report).
Net development costs in the quarter ended September 30, 2012, amounted to approx. NIS 1.182 million, compared with approx. NIS 691,000 in the corresponding quarter of 2011. Net development costs in the first nine months of 2012 amounted to approx. NIS 3.792 million, compared with approx. NIS 1.909 million in the same period of 2011. In addition, during the reported period, an intangible asset was recognized in respect of development costs in the amount of approx. NIS 9.864 million, compared with NIS 8.531 million in the same period of 2011. Total development costs, including those that were recognized as an intangible asset in the reporting period, grew in comparison with the corresponding period. This reflects a continued development of technologies required to support the Company's continued operations, while its development staff was reorganized to respond to changes in its operations and address its business plans. For details on the Company's estimate of its development costs in 2012, see the details in paragraphs 1.9.20 and 1.11.16 of the Periodic Report.2
An increase was recorded in the selling and marketing expenses in the quarter ended September 30, 2012, and it totaled approx. NIS 3.981 million (about 11% of revenues), compared with approx. NIS 3.701 million (about 11% of revenues) in the corresponding quarter of 2011. The selling and marketing expenses in the first nine months of 2012 came to approx. NIS 12.351 million (about 12% of revenues), compared with approx. NIS 10.349 million (about 10% of revenues) in the same period of 2011.This increase mainly stemmed from a rise in selling and marketing expenses in the products segment, including the organizing of international conferences. For details on the Company's
2 Information regarding the projected development expenses is forward-looking information. The main data that constitute the basis for this information are the Company's development plans, which are based, inter alia, on a market survey analysis, as set forth in Paragraph 1.7, 1.9.3 and 1.11.3 of the Periodic Report for 2011, a market needs analysis, and the consumers' preferences, as these manifest themselves in the Company's direct contacts with the markets, technological feasibility, the Company's estimations of the development costs required for financing the implementation of the developments, as well as the Company's estimations of the anticipated revenues. The main factors likely to prevent this forecast from materializing are the actual revenues that will be generated from sales in 2012; the level of investment that will be required in this activity, which could significantly deviate from the Company's budgets in these segments; limitations in relation to the ability to commercialize these technologies in competitive market prices or in general; the lack of development of markets and consumer culture that are compatible with the use of the developed technologies; and the superior financial and technological means at the disposal of a significant number of the Company's competitors, and all these in addition to the overall risks set forth in Paragraph 1.23 of the Company's Period Report for 2011.
assessment regarding its selling and marketing expenses in 2012, see Section 2.2.3.5 of the Periodic Report3 .
No material change was recorded in general and administrative expenses in the quarter ended September 30, 2012, and it amounted to approx. NIS 2.201 million, compared with approx. NIS 1.882 million in the corresponding quarter of 2011, and in the first nine months of 2012 it amounted to approx. NIS 6.135 million, compared with approx. NIS 6.022 million in the same period of 2011.
A decrease in operating profit was recorded in the quarter ended September 30, 2012, and it totaled approx. NIS 107,000 (about 10% of revenues), compared with an operating profit of approx. NIS 3.278 million in the corresponding quarter of 2011. The decrease in operating profit in the reported period primarily stems from the decrease in gross profit and the increase in development expenses as set forth above.
In the first nine months of 2012, a decrease was recorded in the operating profit, which amounted to approx. NIS 4.845 million, compared with an operating profit of approx. NIS 11.407 million in the same period of 2011. The decrease in operating profit in the reported period primarily stems from the decrease in the gross profit, the increase in development expenses and the increase in selling and marketing expenses, as set forth above.
Net financing expenses in the quarter ended September 30, 2012, amounted to approx. NIS 78,000, compared with net financing expenses of approx. NIS 2.971 million in the corresponding quarter of 2011. The decrease in net financing expenses primarily stemmed from an increase in revenues from revaluation of marketable securities arising from fluctuations in securities prices on the stock exchange.
Net financing expenses in the first nine months of 2012 amounted to approx. NIS 2.945 million, compared with net financing expenses of approx. NIS 4.718 million in the same period of 2011. The decrease in net financing expenses stems from an increase in revenues from the revaluation of marketable securities as stated above, in addition to a decline in long-term borrowing costs and less a decrease in revenues from revaluation and exchange rate differences in respect embedded derivatives, both of which were caused by the Euro's appreciation against the NIS in the same period of 2011.
In the reported quarter, the Company posted a net profit of approx. NIS 185,000, compared with a profit of approx. NIS 307,000 in the corresponding quarter of 2011. In the first nine months of 2012, the Company posted a net profit of approx. NIS 1.9 million (about 2% of revenues), compared with a profit of approx. NIS 6.699 million (about 6% of revenues) in the same period of 2011.
3 The information with regard to the anticipated increase in selling and marketing expenses item is forward-looking information. The principal data that served as a basis for this information includes forecasts for the performance of marketing activities by the Company, including staff recruitment, planned visits to trade shows, training for distributors and advertising expenses. The principal factors that might cause this information not to materialize are changes in the Company's marketing plans for reasons that are outside its control (such as changes at the Company's distributors, changes in the Company's principal markets and/or markets in which the Company is not active, and marketing activities on the part of competitors).
The decrease in the net profit and in the net profit margin in the reported period stems, in the Company's estimation, from the decrease in the operating profit less a decline in net financing expenses, as stated above.
As mentioned above, the Company's main commercial activity is carried out by means of two business departments: the Products Department and the Systems Department. As of the fourth quarter of 2011, the parking solutions business activity which, until that time, was part of the systems segment, was grouped under a subsidiary wholly owned by the Company, Unitronics Parking Solutions Ltd., the business activity in which, as of September 30, 2012, is immaterial to the Company. 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 results of the different segments are presented hereunder.
No material change was recorded in the Products Segment's results, which generated a profit of approx. NIS 7.183 million in the reported quarter, compared with a profit of approx. NIS 6.657 million in the corresponding quarter of 2011. The results of the Products Segment in the first nine months of 2012 totaled approx. NIS 21.584 million, compared with a profit of approx. NIS 20.767 million in the same period of 2011.
The Systems Segment's results amounted to a loss of approx. NIS 2.880 million in the reported quarter, compared with a profit of approx. NIS 164,000 in the corresponding quarter of 2011. The Systems Segment's results in the nine months of 2012, amounted to loss of approx. NIS 4.580 million, compared with a profit of approx. NIS 1.051 million in the same period of 2011. The decrease in the Systems Segment's results, in the Company's estimation, stems from the decrease in revenues from this segment during the reported period, as explained above, and from the fixed costs required to continue the operations and support in this segment.
The balance of cash, cash equivalents and marketable securities of the Company, as of September 30, 2012, did not change materially and it totaled approx. NIS 51.009 million, compared with approx. NIS 52.696 million as of December 31, 2011.
The cash flow from operating activities in the quarter ended September 30, 2012, amounted to a positive cash flow of approx. NIS 12.938 million. The net positive cash flow resulted from changes in asset and liability items (mostly the decrease in trade and accounts receivable in addition to an increase in trade and accounts payable which, in the Company's estimation, stems from an increase in income in advance and accrued expenses in the systems segment). In the first nine months of 2012, the cash flow from operating activities amounted to a positive cash flow of approx. NIS 17.694 million. The positive cash flow resulted mainly from the deduction of non-cash expenses, in addition to changes in asset and liability items (an increase in accounts payable, as explained above).
The cash flow used for investment activities in the quarter ended September 30, 2012, amounted to approx. NIS 3.168 million. In the first nine months of 2012, the cash flow used for investment activities amounted to a total of approx. NIS 9.435 million. The cash flow was mainly used for investments in development assets during the period.
The cash flow used for financing activities in the quarter ended September 30, 2012, amounted to approx. NIS 7.427 million. In the first nine months of 2012, the cash flow used for investment activities amounted to approx. NIS 9.617 million. The cash flow was mainly used for the repayment of debentures (Series 2), as detailed in 3.7 above.
On September 30, 2012, total credit lines available to the Company for its operating activity stood at approx. NIS 23.6 million, of which approx. NIS 23.2 million was used in respect of long-term loans and for securing the Company's obligations in projects carried out by the Systems Department.
There were no material changes during the reporting period and in the period from the end of 2011 until the date of publication of this quarterly report with respect to the Company's exposure to market risks and the management thereof.
For details on the Company's acquisition programs which were reported during the reporting period or which are in effect during the reporting period, see section 3.1 of Chapter A above.
| As of September 30, 2012 | |||||||
|---|---|---|---|---|---|---|---|
| Israeli Currency Foreign Currency |
|||||||
| Non | |||||||
| In Other | Monetary | ||||||
| Unlinked | CPI-Linked | In EURO | In USD | Currencies | Balances | Total | |
| Assets | |||||||
|---|---|---|---|---|---|---|---|
| Cash and cash | |||||||
| equivalents | 4,662 | - | 5,570 | 4,875 | 3 | - | 15,110 |
| Cash restricted in use | 3,336 | - | - | - | - | - | 3,336 |
| Marketable securities | 20,448 | 15,356 | - | 95 | - | - | 35,899 |
| Trade and income receivable |
4,553 | - | 6,577 | 4,966 | - | - | 16,096 |
| Embedded derivatives | - | - | 666 | - | - | - | 666 |
| Accounts receivable | 1,981 | - | - | 39 | - | 923 | 2,943 |
| Inventory | - | - | - | - | - | 19,495 | 19,495 |
| Inventory of work in progress |
- | - | - | - | - | 8,687 | 8,687 |
| Long-term deposits | - | - | - | - | - | 196 | 196 |
| Fixed assets | - | - | - | - | - | 40,278 | 40,278 |
| Intangible assets | - | - | - | - | - | 30,988 | 30,988 |
| Total assets | 34,980 | 15,356 | 12,813 | 9,975 | 3 | 100,567 | 173,694 |
| Short-term loans and current maturities of |
|||||||
|---|---|---|---|---|---|---|---|
| long-term loans | 101 | - | 3,987 | 427 | - | - | 4,515 |
| Current maturities of debentures |
- | 18,035 | - | - | - | - | 18,035 |
| Trade payable | 8,190 | - | 1,620 | 8,758 | - | - | 18,568 |
| Embedded derivatives | - | - | 790 | - | - | 790 | |
| Accounts payable | 6,142 | - | - | 308 | - | 19,236 | 25,686 |
| Long-term loans from banks and others |
126 | - | 10,817 | 1,814 | - | - | 12,757 |
| Debentures | - | 44,976 | - | - | - | - | 44,976 |
| Liabilities due to employee benefits, net |
- | - | - | - | - | 2,638 | 2,638 |
| Total liabilities | 14,559 | 63,011 | 17,214 | 11,307 | - | 21,874 | 127,965 |
| Net assets (liabilities) | 20,421 | ( 47,655) | ( 4,401 ) | ( 1,332 ) | 3 | 78,693 | 45,729 |
As of the balance sheet date, the Company performed 5 sensitivity tests in respect of changes in the upper and lower range of 5% and 10% in market factors. The market 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's exchange rate:
| Profit (Loss) from the change, | Profit (Loss) from the change | ||||
|---|---|---|---|---|---|
| NIS in thousands | thousands | NIS in thousands | |||
| 10% | 5% | Fair Value | - 5% |
- 10% |
|
| NIS to \$ | 4.303 | 4.108 | 3.912 | 3.716 | 3.521 |
| Cash and cash | |||||
| equivalents | 488 | 244 | 4,875 | ) ( 244 |
( 488 ) |
| Marketable | |||||
| securities | 10 | 5 | 95 | )5( | ) 10( |
| Trade and income | |||||
| receivable | 497 | 248 | 4,966 | ) ( 248 |
( 497 ) |
| Accounts | |||||
| receivable | 4 | 2 | 39 | )2( | )4( |
| Current maturities | |||||
| of loans | ) 43( | ) 21( | ) ( 427 |
21 | 43 |
| Trade payable | ) ( 876 |
( 438 ) |
( 8,758 ) |
438 | 876 |
| Accounts payable | |||||
| and accruals | ) 31( | ) 15( | ) ( 308 |
15 | 31 |
| Long-term loans | ) ( 181 | 91( ) | ( 1,814) | 91 | 181 |
| Total | ) ( 132 | 66( ) | ( 1,332) | 66 | 132 |
2) Table listing the changes in the fair value of financial instruments sensitive to fluctuations in the Euro's exchange rate:
| Profit (Loss) from the | NIS in | Profit (Loss) from the | |||
|---|---|---|---|---|---|
| change, NIS in thousands | Thousands | change, NIS in thousands | |||
| 10% | 5% | Fair Value | 5%- | - 10% |
|
| NIS to Euro | 5.571 | 5.318 | 5.065 | 4.812 | 4.558 |
| Cash and cash equivalents |
557 | 279 | 5,570 | ) ( 279 |
( 557 ) |
| Trade and income receivable |
658 | 329 | 6,577 | ) ( 329 |
( 658 ) |
| Current maturities of loans |
) ( 399 |
( 199 ) |
( 3,987 ) |
199 | 399 |
| Trade payable | ) ( 162 |
81( ) |
) ( 1,620 |
81 | 162 |
| Accounts payable and accruals |
0 | 0 | 0 | 0 | 0 |
| Long-term loans | ) ( 1,082 | ( 541) | ( 10,817) | 541 | 1,082 |
| Total | ) ( 428 | ( 213) | ( 4,277) | 213 | 428 |
3) The following table presents the fair value changes in financial instruments sensitive to fluctuations in the Consumer Price Index:
| Profit (Loss) from the | NIS in | Profit (Loss) from the | |||
|---|---|---|---|---|---|
| change, NIS in thousands | Thousands | change, NIS in thousands | |||
| 10% | 5% | Fair Value | 5%- | - 10% |
|
| CPI in points | 242.93 | 231.89 | 220.84 | 209.80 | 198.76 |
| Marketable securities |
1,536 | 768 | 15,356 | ) ( 768 |
( 1,536 ) |
| Debentures (*) | ) ( 6,301 | ( 3,151) | ( 63,011) | 2,395 | 2,702 |
| Total | ) ( 4,765 | ( 2,383) | ( 47,655) | 1,627 | 1,166 |
(*) Series 3 debentures linked to the CPI 212.73 (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) from the change, NIS in Thousands |
NIS in Thousands |
Thousands | Profit (Loss) from the change, NIS in | ||
|---|---|---|---|---|---|
| 10% increase in the underlying asset |
5% increase in the underlying asset |
Fair Value | 5% decline in the underlying asset |
10% decline in the underlying asset |
|
| Embedded derivatives | 4,380 | 2,190 | 666 | ( 2,190) | ( 4,380) |
| Liability in respect of embedded derivatives |
1,033 | 516 | ( 790) | ( 516) | ( 1,033) |
| Total | 5,413 | 2,706 | 12( )4 | ( 2,706) | ( 5,413) |
5) The following table presents the fair value changes in financial instruments sensitive to fluctuations in the prices of marketable securities:
| Profit (Loss) from the | NIS in | Profit (Loss) from the | ||||
|---|---|---|---|---|---|---|
| change, NIS in thousands | Thousands | change, NIS in thousands | ||||
| 10% | 5% | Fair Value | -5% | - 10% |
||
| Local – government |
1,875 | 938 | 18,751 | ) ( 938 |
( 1,875 ) |
|
| Local – corporate |
1,427 | 713 | 14,267 | ) ( 713 |
( 1,427 ) |
|
| Shares | 288 | 144 | 2,881 | ( 144) | ( 288) | |
| Total | 3,590 | 1,795 | 35,899 | ( 1,795) | ( 3,590) |
The Corporation's Liability Certificates:
| (1) | Security | Debentures (Series 2) |
|---|---|---|
| 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 | 6,317,000 | |
| D | terms – as of the report date | |
| Accrued interest as of the | 38,000 | |
| E | report date | |
| Liability value as of the report | 6,139,000 | |
| F | date | |
| G | Stock Exchange value | 6,446,000 |
| Type of interest, including | ||
| H | description | 6.1% annual interest |
| Payment dates of outstanding | ||
| I | principal | Last annual payment on August 25, 2013 |
| Future interest payment dates | 2 future interest payments on the 25th of | |
| J | February and the 25th of August 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) | |
| Are the liability certificates | Not convertible | |
| L | 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 company; the trustee's contact |
Dan Avnon and/or Merav Ofer-Oren, 113 Hayarkon Street, Tel Aviv 63573, |
|
| details | Telephone: 03-5274867 | |
| Fax: 03-5271451, Email: | ||
| [email protected] |
| (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 | 56,442,000 | |
| C | date | |
| Par value according to linkage | 58,594,000 | |
| D | terms – as of the report date | |
| Accrued interest as of the | 64,000 | |
| E | report date | |
| Liability value as of the report | 56,873,000 | |
| F | date | |
| G | Stock Exchange value | 58,423,000 |
| H | Type of interest, including description |
5.65% annual interest |
| Payment dates of outstanding | Five equal annual payments as of March 23, | |
| I | principal | 2013 |
| Future interest payment dates | Every 23rd of March and September starting | |
| from August 23, 2012, until March 23, 2017 | ||
| J | (inclusive) | |
| Details of linkage basis of | Principal and interest linked to the Consumer | |
| interest and principal | Price Index at a base rate of no less than | |
| 212.73 (February 2011 CPI according to the | ||
| K | 1993 basis) | |
| Are the liability certificates | Not convertible | |
| L | convertible? | |
| Corporation's right to perform | Exists (for details regarding the terms for | |
| early redemption | exercising the Company's early redemption | |
| option, see section 12 of the Shelf offering | ||
| Report dated March 22, 2011, Ref. No. 2011- | ||
| M | 01-088428). | |
| N | Has a guarantee been given for payment of the liability in the |
No |
| 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 pledge – 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 liens of any type on its assets, all or part thereof, and without derogating from the Company's ability to undertake towards third parties to refrain from creating additional liens 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).
For details on the Company's liabilities by repayment dates, as of September 30, 2012, see report dated November 22, 2012, which the Company published concurrently with the publication of this report.
The Board of Directors determined, following an examination of the four 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 2 and 3). Such examination 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"), with the composition and meaning prescribed by the said regulations, in all matters 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 Livneh |
CPA Yoel Sela |
CPA Moshe Braaz |
|---|---|---|---|
| An independent or an external director |
No | External director |
External director |
| Chairman of the Committee for Review of the Financial Statements |
No | No | Yes |
| Has accounting and financial expertise |
Yes | Yes | Yes |
| Did he provide a statement prior to his nomination? |
Yes | Yes | Yes |
* For details regarding the education and experience of the members of the Committee for Review of the Financial Statements, see Section 4.11 of Chapter D of the Periodic Report for 2011.
As part of the process for approval of the financial statements as of September 30, 2012, a Committee meeting was held on August 28, 2012. 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 people were invited to, and attended the Committee meeting on November 18, 2012: members of the Committee (CPAs Yoel Sela, Zvi Livneh and Moshe Braaz), Mr. Yair Itzkovitch, CFO; Mr. Eyal Saban, VP; Mrs. Miri Ben-David, Company's controller, Mr. Nir Weisberger, Company attorney; CPA Haim Halfon, of the Company's accounting firm; and Mr. Benjamin Akerman, 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:
Head of Human Resources, member of the Credit and Investment Committee and of the Securities Committee of the Company's Board of Directors.
Mr. Zvi Livneh, CPA – Director with accounting skills, member of the Credit and Investments Committee, member of the Audit Committee ,member of the Committee for Review of the Financial Statements and member of the Remuneration Committee.
Following the Board of Directors' review of the financial statements, a Board meeting was held for the purpose of presenting and discussing the financial statements. In the meeting on November 22, 2012, the Company's management reviewed the key data of the financial statements. The Company's auditor attended the meeting and responded to the questions of the Board of Directors, 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 the Board of Directors by a vote.
_________________ _________________ Zvi Livneh Haim Shani Director Chairman and CEO
Date: November 22, 2012
(Unaudited)
(unaudited)
| 25 | Review Report |
|---|---|
| 26-27 | Condensed consolidated interim statement of financial position |
| 28 | Condensed consolidated interim statement of operations |
| 29 | Condensed consolidated interim statement of comprehensive income |
| 30 | Condensed consolidated interim statement of changes in equity |
| 31-32 | Condensed consolidated interim statement of cash flows |
| 33-36 | Notes to the financial statements |
We reviewed the attached financial information of Unitronics (1989) (R"G) Ltd. and its subsidiaries (hereinafter – "the Group") which include the condensed consolidated interim statement of financial position as at September 30, 2012 and the condensed consolidated interim statements of operations, comprehensive income, changes in shareholders' equity and cash flows for the periods of nine and three months then ended. The Board of Directors and management are responsible for the preparation and presentation of the financial information for this interim periods in accordance with IAS 34 "Financial reporting for interim periods", and they are responsible for the preparation for of financial information for this interim periods under Chapter D of the Securities Regulations (Periodic and Immediate Reports) – 1970. Our responsibility is to express a conclusion on the financial information for the interim periods, based on our review.
We did not review the condensed financial information for the interim periods of a consolidated company whose assets included in the consolidation comprise 7% of all the consolidated assets as at September 30, 2012 and whose revenues included in the consolidation comprise 22% and 23% of all consolidated revenues for the periods of nine and three months then ended. The condensed financial information for the interim periods of that company were reviewed by other auditors whose review report was furnished to us and our conclusions, to the extent that they relate to financial information for that company, are based on the review report of the other auditors.
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, and on the review report of the other auditors, 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, and on the review report of the other auditors, nothing came to our notice which would cause us to think that the above financial information does not meet, in all significant aspects, the provisions of disclosure under Chapter D of the Israeli Securities Regulations (Periodic and Immediate Reports) – 1970.
Amit, Halfon Certified Public Accountants (Israel)
Ramat Gan, November 22, 2012
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.
| September 30, 2012 |
September 30, 2012 |
September 30 2011 |
December 31, 2011 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | |||
| Convenience translation into Euro (1) |
(in thousands) | NIS | ||
| Current assets Cash and cash equivalents Restricted cash Marketable securities Accounts receivable - Trade Other Embedded derivatives Inventory Inventory - work in progress |
2,983 659 7,088 3,178 581 132 3,849 1,715 20,185 |
15,110 3,336 35,899 16,096 2,943 666 19,495 8,687 102,232 |
14,142 3,262 36,307 22,739 1,134 101 19,859 7,089 50,922 |
16,467 3,281 36,229 17,654 2,294 20 16,505 7,362 99,812 |
| Non-current assets Long-term deposits Property and equipment, net Intangible assets, net |
39 7,952 6,118 14,109 |
196 40,278 30,988 71,462 |
353 40,712 21,643 62,708 |
264 40,663 23,834 64,761 |
| 34,294 | 173,694 | 167,341 | 164,573 | |
| Haim Shani Chairman of the Board of Directors and C.E.O. Approved: November 22, 2012. |
Tzvi Livne Director |
Yair Itscovich Chief Financial Officer |
(1) See note 1C.
| September 30, 2012 |
September 30, 2012 |
September 30, 2011 |
December 31, 2011 |
|
|---|---|---|---|---|
| (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 - |
892 3,561 |
4,515 18,035 |
4,468 6,198 |
4,399 6,186 |
| Trade Other Embedded derivatives |
3,665 5,071 156 |
18,568 25,686 790 |
13,770 19,684 926 |
14,175 15,776 1,077 |
| 13,345 | 67,594 | 45,046 | 41,613 | |
| Non-current liabilities Loans from banks and others Bonds Liabilities for benefits to employees, net |
2,519 8,880 521 |
12,757 44,976 2,638 |
17,093 60,850 1,586 |
15,748 60,977 2,532 |
| 11,920 | 60,371 | 79,529 | 79,257 | |
| Shareholders' equity Share capital |
70 | 352 | 352 | 352 |
| Share premium Capital reserve from translation of foreign operation |
9,988 (90) |
50,588 (454) |
50,588 (854) |
50,588 (648) |
| Company shares held by the company Retained earnings (loss) |
(1,325) 386 |
(6,711) 1,954 |
(6,643) (677) |
(6,643) 54 |
| 9,029 34,294 |
45,729 173,694 |
42,766 167,341 |
43,703 164,573 |
(1) See note 1C.
| Un i |
ics ( 9 8 9 ) ( tro 1 n |
R "G ) L d. t |
|||||
|---|---|---|---|---|---|---|---|
| Co de d l i n ns e co ns o Fo he in t r n e hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 |
da d in im f o te te ta te t o r s m en Fo he in hs t t r n e m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 2 0 1 1 |
io t p er a ns Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 2 0 1 1 |
Fo he t r y ea r de d en De be 3 1, ce m r 2 0 1 |
|||
| 1 | |||||||
| ( 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 |
d i d ) te I S |
( d i d ) 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 |
( d un au |
i d ) te N I S |
( d i d ) te au |
|
| Re ve nu es |
2 1, 0 5 1 |
1 0 6, 6 2 1 |
1 0 8, 3 9 4 |
6, 8 8 6 |
3 4, 8 7 6 |
3 3, 0 9 4 |
1 4 1, 7 0 2 |
| Co f r t o s ev en ue s |
1 5, 6 9 6 |
7 9, 4 9 8 |
7 8, 7 0 7 |
5, 4 1 1 |
2 7, 4 0 5 |
2 3, 5 4 2 |
1 0 2, 7 1 9 |
| Gr f i t os s p ro |
5, 3 5 5 |
2 7, 1 2 3 |
2 9, 6 8 7 |
1, 4 7 5 |
7, 4 7 1 |
9, 5 5 2 |
3 8, 9 8 3 |
| 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 |
7 4 9 2, 4 3 8 1, 2 1 1 |
3, 7 9 2 1 2, 3 5 1 6, 1 3 5 |
1, 9 0 9 1 0, 3 4 9 6, 0 2 2 |
2 3 3 7 8 6 4 3 5 |
1, 1 8 2 3, 9 8 1 2, 2 0 1 |
6 9 1 3, 7 0 1 1, 8 8 2 |
2, 9 9 1 1 4, 0 9 1 8, 2 0 1 |
| Op ing f i t t er a p ro |
9 5 7 |
4, 8 4 5 |
1 1, 4 0 7 |
2 1 |
1 0 7 |
3, 2 7 8 |
1 3, 7 0 0 |
| F ina ing inc nc om e F ina ing nc e xp en se s |
6 6 4 1, 2 4 6 |
3, 3 6 8 6, 3 1 3 |
2, 5 9 9 7, 3 1 7 |
4 9 2 4 7 6 |
2, 4 8 9 2, 4 1 1 |
6 2 4 3, 5 9 5 |
2, 6 3 3 8, 4 0 0 |
| Pr f i fo he io d t t o r p er |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
| Pr f i d ina ha N I S lue 1 o 0. 0 2 t p o er r ry s re p ar va : |
|||||||
| Ba ic Pr f i 1 o d ina ha t p s o er r ry s re |
0. 0 3 7 |
0. 1 8 8 |
0. 6 6 2 |
0. 0 0 3 |
0. 0 1 8 |
0. 0 3 0 |
0. 7 8 6 |
| D i lu d f i d ina ha 1 o te t p p ro er r ry s re |
0. 0 3 7 |
0. 1 8 8 |
0. 6 5 9 |
0. 0 0 3 |
0. 0 1 8 |
0. 0 3 0 |
0. 7 8 2 |
(1) See note 1C.
| Fo he in t r n e hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he in hs t t r n e m on io d de d p er en Se be 3 0, te p m r |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he t r y ea r de d en De be 3 1, ce m r |
||||
|---|---|---|---|---|---|---|---|---|
| 2 0 2 1 |
2 0 2 1 |
2 0 1 1 |
2 0 2 1 |
2 0 2 1 |
2 0 1 1 |
2 0 1 1 |
||
| ( 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 in tra t to ns n Eu ( ) 1 ro |
N I |
S | Co ien nv en ce la io in tra t to ns n Eu ( ) 1 ro |
N I S |
||||
| f fo Pr i he io d t t o r p er |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
|
| O he he ive inc ( los ) t r c om p re ns om e s |
||||||||
| Ac ia l los tu ar s Tr la ion f fo ig ion t t an s o re n o p er a O he he ive inc ( los ) fo he io d t t r c om p re ns om e s r p er |
- 3 8 3 8 |
- 1 9 4 1 9 4 |
- 3 2 2 3 2 2 |
- ( ) 1 2 ( 1 2 ) |
- ( ) 6 1 ( 6 1 ) |
- 6 6 3 6 6 3 |
( ) 5 1 3 5 2 8 1 5 |
|
| Co he ive inc fo he io d t mp re ns om e r p er |
4 1 3 |
2, 0 9 4 |
7, 0 1 1 |
2 5 |
1 2 4 |
9 7 0 |
7, 9 4 8 |
(1) See note 1C.
| Share capital |
Share premium |
Capital reserve from translation of foreign operation |
Company shares held by the company |
Retained earnings (loss) |
Total | |
|---|---|---|---|---|---|---|
| NIS in thousands | ||||||
| Balance at January 1, 2011 (audited) Purchase of company shares |
352 | 50,588 | (1,176) | (6,239) | (7,366) | 36,159 |
| by the company Comprehensive income for the year |
- - |
- - |
- 528 |
(404) - |
- 7,420 |
(404) 7,948 |
| Balance at December 31, 2011 (audited) Purchase of company shares by the company Comprehensive income for the period |
352 | 50,588 | (648) | (6,643) | 54 | 43,703 |
| - - |
- - |
- 194 |
(68) - |
- 1,900 |
(68) 2,094 |
|
| Balance at September 30, 2012 (unaudited) | 352 | 50,588 | (454) | (6,711) | 1,954 | 45,729 |
| Balance at January 1, 2011 (audited) Purchase of company shares |
352 | 50,588 | (1,176) | (6,239) | (7,366) | 36,159 |
| by the company | - | - | - | (404) | - | (404) |
| Comprehensive income for the period Balance at September 30, 2011 (unaudited) |
- 352 |
- 50,588 |
322 (854) |
- (6,643) |
6,689 (677) |
7,011 42,766 |
| Balance at July 1, 2012 (unaudited) Purchase of company shares |
352 | 50,588 | (393) | (6,643) | 1,769 | 45,673 |
| by the company | - | - | - | (68) | - | (68) |
| Comprehensive income for the period Balance at September 30, 2012 (unaudited) |
- 352 |
- 50,588 |
(61) (454) |
- (6,711) |
185 1,954 |
124 45,729 |
| Balance at July 1, 2011 (unaudited) Comprehensive income for the period |
352 - |
50,588 - |
(1,517) 663 |
(6,643) - |
(984) 307 |
41,796 970 |
| Balance at September 30, 2011 (unaudited) | 352 | 50,588 | (854) | (6,643) | (677) | 42,766 |
| Convenience translation into Euro in thousands (unaudited) (1) | ||||||
| Balance at December 31, 2011 | 70 | 9,988 | (128) | (1,312) | 11 | 8,629 |
| Purchase of company shares by the company Comprehensive income for the period |
- - |
- - |
- 38 |
(13) - |
- 375 |
(13) 413 |
| Balance at September 30, 2012 | 70 | 9,988 | (90) | (1,325) | 386 | 9,029 |
(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 te te o 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 ine hs t n m on io d de d p er en Se be 3 0, te p m r |
Fo he r t n io d p er Se te p m |
ine hs t m on de d en be 3 0, r |
Fo he hr r t t ee hs nt mo io d de d p er en Se be 3 0, te p m r |
Fo he hr hs r t t t ee m on io d de d p er en Se be 3 0, te p m r |
Fo he r t y ea r de d en De be 3 1, ce m r |
||
| 2 0 1 2 |
2 0 1 2 |
2 0 11 |
2 0 1 2 d ite d |
2 0 1 2 ( |
2 0 11 |
2 0 11 |
|
| ( d ite d ) ( d ite d un au un au Co ien nv en ce lat ion tra ns int Eu ( ) N I S 1 o ro |
) | ( ) un au ( in ho ds ) t us an Co ien nv en ce lat ion tra ns int Eu ( ) 1 o ro |
d ite d ) au N I S |
( d ite d ) au |
|||
| Ca h f low ing iv i ies t t t s s - o p er a a c |
|||||||
| Pr f i fo he io d t t o r p er f A d j ho he h low ing tm ts to t t us en ne ce ss ar s ca s s - o p er a y w |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
| iv i ies ( Ap d ix A ) t t ac p en |
3, 1 1 8 |
1 5, 7 9 4 |
( 8, 2 6 3 ) |
2, 5 1 7 |
1 2, 7 5 3 |
( 1, 5 8 4 ) |
( 2, 0 3 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, 4 9 3 |
1 7, 6 9 4 |
( 1, 5 7 4 ) |
2, 5 5 4 |
1 2, 9 3 8 |
( 1, 2 7 7 ) |
5, 8 9 9 |
| 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 u me n Inv in ic d c h tm t tr te es en re s as Inv in lon de i tm t te ts es en g- rm p os Re f lon de i t o te ts p ay me n g- rm p os Inv in in i b le tm t ta ts es en ng as se Ca h f low d in inv ing iv i ies t t t s s u se es a c |
2 4 6 ( ) 1 6 1 - ( 1 3 ) 1 1 ( 1, 9 4 6 ) ( ) 1, 8 6 3 |
1, 2 4 9 ( ) 8 1 7 - ( 6 5 ) 5 3 ( 9, 8 5 5 ) ( ) 9, 4 3 5 |
( ) 1 8, 5 1 2 ( ) 2 0, 1 0 8 ( ) 3, 2 1 5 ( 5 8 ) 2 1 ( 8, 8 8 1 ) ( ) 5 0, 7 5 3 |
7 6 ( ) 6 4 - ( 7 ) 1 0 ( 6 4 0 ) ( ) 6 2 5 |
3 8 5 ( ) 3 2 7 - ( 3 5 ) 5 0 ( 3, 2 4 1 ) ( ) 3, 1 6 8 |
( ) 4, 4 1 3 ( ) 1 9, 1 3 9 ( ) 2 5 ( 1 1 ) 8 ( 3, 4 9 3 ) ( ) 2 7, 0 7 3 |
( ) 1 8, 5 0 4 ( ) 2 0, 4 5 4 ( ) 3, 2 1 5 ( 5 8 ) 2 1 ( 1 2, 6 1 8 ) ( ) 5 4, 8 2 8 |
| Ca h f low f ina ing iv i ies t t s s - nc a c Re iv ing f lon loa te ce o g- rm ns Re f lon loa t o te p ay me n g- rm ns Bo ds iss n ue 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 y s re s co mp an y |
- ( 6 5 1 ) - ( 1, 2 3 4 ) ( 1 3 ) |
- ( 3, 2 9 8 ) - ( 6, 2 5 1 ) ( 6 8 ) |
4, 9 0 7 ( 3, 2 7 1 ) 5 3, 9 0 3 ( 6, 1 6 7 ) ( 4 0 4 ) |
- ( 2 1 9 ) - ( 1, 2 3 4 ) ( 1 3 ) |
- ( 1, 1 0 8 ) - ( 6, 2 5 1 ) ( 6 8 ) |
4, 9 0 7 ( 1, 1 0 5 ) - ( 6, 1 6 7 ) - |
4, 9 0 7 ( 4, 3 8 2 ) 5 3, 9 0 3 ( 6, 1 6 7 ) ( 4 0 4 ) |
| 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 |
( ) 1, 8 9 8 |
( ) 9, 6 1 7 |
4 8, 9 6 8 |
( ) 1, 4 6 6 |
( ) 7, 4 2 7 |
( ) 2, 3 6 5 |
4 7, 8 5 7 |
| 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 | 4 5 |
( 1 0 ) |
( 5 0 ) |
1 7 8 |
8 3 |
| C ha in h a d c h e iva len fo he io d ts t ng e ca s n as 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 u a g o er Ca h a d c h e iva len d o f p io d ts t e s n as q a n er u |
( ) 2 6 8 3, 2 5 1 2, 9 8 3 |
( ) 1, 3 5 7 1 6, 4 6 7 1 5, 1 1 0 |
( ) 3, 3 1 4 1 7, 4 5 6 1 4, 1 4 2 |
4 5 3 2, 5 3 0 2, 9 8 3 |
2, 2 9 3 1 2, 8 1 7 1 5, 1 1 0 |
( ) 3 0, 5 3 7 4 4, 6 7 9 1 4, 1 4 2 |
( ) 9 8 9 1 7, 4 5 6 1 6, 4 6 7 |
(*) Less than 1,000 Euro.
(1) See note 1C.
| Un i |
ics ( 1 9 8 9 tro n |
) ( R "G ) L d. t |
|||||
|---|---|---|---|---|---|---|---|
| Co de d l n ns e co ns o |
i da d in te te r |
im ta te t o s m en |
f Ca h F low s s |
||||
| Fo he r t ine hs t n m on io d de d p er en Se be 3 0, te p m r |
Fo he r t n io d p er Se te p m |
ine hs t m on de d en be 3 0, r |
Fo he r t hr hs t t ee m on io d de d p er en Se be 3 0, te p m r |
Fo he hr hs r t t t ee m on io d de d p er en Se be 3 0, te p m r |
Fo he r t y ea r de d en De be 3 1, ce m r |
||
| 2 0 1 2 |
2 0 1 2 |
2 0 11 |
2 0 1 2 |
2 0 1 2 |
2 0 11 |
2 0 11 |
|
| ( d ite d ) un au |
( d ite d ) un au |
( d ite d ) un au |
( d ite d ) un au |
( d ite d ) au |
|||
| ( in ho ds ) t us an |
|||||||
| 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 tm ts p en us en - ho he h f low ing iv i ies to t t t t ne ce ss ar s ca s s - o p er a a c y w |
|||||||
| De ia ion d iza ion t t t p re c a n am or Pr f i ( los ) fro ke b le i ies t ta t t o s m ma r se cu r ne , C ha in l ia b i l i ies fo be f i t ts to ng e r ne |
9 1 8 ( ) 1 8 2 |
4, 6 4 9 ( ) 9 1 9 |
4, 8 5 0 9 9 1 |
2 9 9 ( ) 2 0 6 |
1, 5 1 2 ( ) 1, 0 4 2 |
1, 9 1 2 7 3 9 |
7, 0 4 6 1, 0 6 1 |
| loy t e mp ee s, ne |
2 1 |
1 0 6 |
3 | 1 | 5 | ( 2 5 ) |
4 3 6 |
| Re lua ion f r ic d c h t tr te ev a o es as Re lua ion f lon loa d bo ds t te |
( 1 1 ) 3 5 4 |
( 5 5 ) 1, 7 9 |
( 4 7 ) 2, 6 6 |
( 4 ) 1 8 |
( 1 8 ) 9 1 |
( 2 6 ) 1, 0 1 |
( 6 6 ) 2, 2 3 |
| ev a o g- rm ns a n n Re lua ion f e be d de d de iva ive t t ev a o m r s |
( 1 8 4 ) |
2 ( 9 3 3 ) |
6 ( 3, 1 2 6 ) |
0 ( 1 3 4 ) |
2 ( 6 7 7 ) |
9 ( 3 8 2 ) |
3 ( 2, 8 9 4 ) |
| De ( inc ) in iva b le de ts tra cre as e re as e ac co un re ce - |
3 2 5 |
1, 6 5 0 |
( ) 8, 3 6 4 |
1, 1 0 8 |
5, 6 1 0 |
( ) 3, 2 1 5 |
( ) 3, 2 0 0 |
| De ( inc ) in iva b le he ts t cre as e re as e ac co un re ce - o r |
( ) 1 1 0 |
( ) 5 5 8 |
2 0 1 |
( ) 3 8 3 |
( ) 1, 9 3 9 |
4 3 0 |
( ) 8 6 0 |
| De ( inc ) in inv to cre as e re as e en ry |
( ) 5 7 3 |
( ) 2, 9 0 3 |
1 0, 1 5 9 |
( ) 4 9 4 |
( ) 2, 5 0 0 |
4, 6 8 5 |
1 3, 5 8 0 |
| De ( inc ) in inv k in to cre as e re as e en ry - w or p rog re ss Inc de in b le de ts tra |
( 2 6 0 ) 8 6 8 |
( 1, 3 1 6 ) 4, 3 9 |
3 7 7 1 1, 9 8 4 |
2 3 9 |
1 0 2, 0 0 |
2 3 0 1, 4 8 0 |
1 0 7 1 1, 5 8 1 |
| ( ) 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 |
1, 9 5 2 |
5 9, 8 8 |
( ) ( 3, 9 8 9 ) |
5 1, 7 5 |
0 8, 8 8 |
( ) ( 5, 4 7 1 ) |
( ) ( 7, 8 9 6 ) |
| 3, 1 1 8 |
6 1 5, 7 9 4 |
( ) 8, 2 6 3 |
3 2, 5 1 7 |
0 1 2, 7 5 3 |
( ) 1, 5 8 4 |
( ) 2, 0 3 4 |
|
| Ap d ix B No h o ion t p en n- ca s p er a s - |
|||||||
| Bo ds iss n ue e xp en se s |
- | - | 3 0 |
- | - | - | 3 0 |
| Ap d ix C A d d i ion l in fo ion h f low d t t p en a rm a o n c as s r eg ar - |
ing ing iv i ies t t t o p er a a c |
||||||
| Ca fo h p i d du ing he io d t s a r p er r: |
|||||||
| In te t re s |
8 8 5 |
4, 4 8 3 |
3, 5 1 3 |
4 2 8 |
2, 1 7 0 |
2, 6 7 5 |
3, 4 3 3 |
| Ta inc xe s o n om e |
1 6 |
8 1 |
8 1 |
5 | 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 2 3 |
1, 1 2 7 |
9 9 4 |
3 4 |
1 7 1 |
2 2 8 |
1, 4 4 4 |
(1) See note 1C.
| As of | Israeli CPI | Exchange rate of 1 U.S. dollar |
Exchange rate of 1 Euro |
|---|---|---|---|
| Points (*) | NIS | NIS | |
| September 30, 2012 | 220.84 | 3.912 | 5.0649 |
| September 30, 2011 | 216.27 | 3.712 | 5.0437 |
| December 31, 2011 | 216.27 | 3.821 | 4.9381 |
| Change during the period | % | % | % |
| Nine month ended September 30, 2012 | 2.11 | 2.38 | 2.57 |
| Nine month ended September 30, 2011 | 2.17 | 4.59 | 6.45 |
| Three month ended September 30, 2012 | 1.14 | (0.28) | 2.67 |
| Three month ended September 30, 2011 | - | 8.70 | 2.01 |
| For the year ended December 31, 2011 | 2.17 | 7.66 | 4.23 |
(*) The index on an average basis of 1993 = 100.
C. Convenience translation in EURO
For the convenience of the reader, the NIS amounts for the last reported period have been translated in EURO by dividing each NIS amount by the representative rate of exchange of the EURO as at September 30, 2012 (EURO 1 = NIS 5.0649).
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.
B. Initial implementation of new IFRS
Since 1 January 2012 the Company applies the amendment to IFRS 7 (hereinafter: "the Amendment"), which deals with new disclosure extensive requirements for eliminating financial assets and disclosure requirements in cases where anomalies transfers are made around the time of reporting. The purpose of the amendment is to help users of financial statements to assess the exposure risks for transfers of financial assets and the effect of these risks on the company's financial position. The amendment increases the transparency of reporting of transfer transactions, and in particular of financial asset securitization transactions. Amendment applied prospectively. Amendment was not a significant effect on the interim financial statements disclosures of the company.
C. Disclosure of new IFRS during the period prior to their implementation
For information about standards, interpretations and amendments to standards listed below, see Note 2 w to the consolidated financial statements of the Company as at December 31, 2011.
A. In March 2012 the Board of Directors has approved adoption of a plan to purchase additional ordinary shares of the Company in an amount not to exceed NIS 2 million, replaces the company's previous plan in which the balance of its non-exploited expired. This program was valid until June 30, 2012.
In May 2012 the Board of Directors has approved adoption of a plan to purchase additional ordinary shares of the Company in an amount not to exceed NIS 2 million, replaces the company's previous plan in which the balance of its non-exploited expired. This program was valid until September 30, 2012.
In September 2012 the Board of Directors has approved adoption of a plan to purchase additional ordinary shares of the Company in an amount not to exceed NIS 2 million, replaces the company's previous plan in which the balance of its non-exploited expired. This program is valid until December 31, 2012.
After the balance sheet date, in November 2012 the Board of Directors has approved adoption of a plan to purchase additional ordinary shares of the Company in an amount not to exceed NIS 2 million, replaces the company's previous plan in which the balance of its non-exploited expired. This program is valid until March 31, 2013.
In the reported period the company purchased 11,535 of the company shares at a sum of NIS 68 thousands.
As at September 30, 2012, the Company holds 1,605,432 shares, representing about 13.75% of the issued share capital of the Company, purchased in an amount of NIS 6,711 thousand (As at December 31, 2011, the Company held 1,593,897 shares, representing about 13.65% of the issued share capital of the Company, purchased in an amount of NIS 6,643 thousand).
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 an 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.
B. The company and its subsidiaries operate in two main business segments.
Programmable Logic Controllers systems (hereinafter "The products segment").
System integration projects (hereinafter "The system integration projects segment").
| Fo he t r in hs t n e m on io d de d p er en Se be 3 0, te p m r |
Fo he in t r n io d p er Se te p m |
hs t e m on de d en be 3 0, r |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he hr hs t t t r ee m on io d de d p er en Se be 3 0, te p m r |
Fo he t r y ea r de d en De be 3 1, ce m r |
||
|---|---|---|---|---|---|---|---|
| 2 0 2 1 |
2 0 2 1 |
2 0 1 1 |
2 0 2 1 |
2 0 2 1 |
2 0 1 1 |
2 0 1 1 |
|
| ( 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 O he t r To l re ta ve nu es |
1 3, 8 9 5 7, 0 6 7 8 9 2 1, 0 5 1 |
7 0, 3 7 6 3 5, 7 9 5 4 5 0 1 0 6, 6 2 1 |
6 6, 3 7 2 4 1, 7 1 7 3 0 5 1 0 8, 3 9 4 |
4, 6 7 0 2, 1 8 9 2 7 6, 8 8 6 |
2 3, 6 5 0 1 1, 0 8 8 1 3 8 3 4, 8 7 6 |
2 1, 6 7 3 1 1, 2 9 5 1 2 6 3 3, 0 9 4 |
8 9, 2 1 3 5 2, 1 0 4 3 8 5 1 4 1, 7 0 2 |
| D. Se 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 O he t r Un l loc d c te te a a or p or a ex p en se s |
4, 2 6 1 ( 9 0 4 ) ( 2 1 7 ) ( 2, 1 8 3 ) |
2 1, 5 8 4 ( 4, 5 8 0 ) ( 1, 1 0 1 ) ( 1 1, 0 5 8 ) |
2 0, 7 6 7 1, 0 5 1 5 4 ( 1 0, 4 6 5 ) |
1, 4 1 8 ( 5 6 9 ) ( 9 9 ) ( 7 2 9 ) |
7, 1 8 3 ( 2, 8 8 0 ) ( 5 0 1 ) ( 3, 6 9 5 ) |
6, 6 5 7 1 6 4 8 2 ( 3, 6 2 5 ) |
2 7, 8 4 0 1, 1 0 4 ( 6 1 ) ( 1 5, 1 8 3 ) |
| Op ing f i t t er a p ro |
9 5 7 |
4, 8 4 5 |
1 1, 4 0 7 |
2 1 |
1 0 7 |
3, 2 7 8 |
1 3, 7 0 0 |
| Un l loc d f ina ing inc te a a nc om e ( ), t ex p en se s ne |
( 5 8 2 ) |
( 2, 9 4 5 ) |
( 4, 7 1 8 ) |
1 6 |
7 8 |
( 2, 9 7 1 ) |
( 5, 7 6 7 ) |
| Pr f i fo he io d t t o r p er |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
(1) See note 1C.
September 30 ,2012
(Unaudited)
We reviewed the separate interim financial information presented under Regulation 38D to the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970 of Unitronics (1989) (R"G) Ltd. (hereinafter – "the Company") as at September 30, 2012 and for the periods of nine and three months then ended. The separate financial information is in the responsibility of the Company's Board of Directors and Management. Our responsibility is to express a conclusion on the separate interim financial information for the interim periods, based on our review.
We did not review the separate interim financial information of an affiliated company which the investment in it amount to NIS 372 thousands as at September 30, 2012 and which the company's share of its loss amount to NIS 1,202 thousands and NIS 416 thousands for the periods of nine and three months then ended. The condensed financial information for the interim periods of that company were reviewed by other auditors whose review report was furnished to us and our conclusion, to the extent that they relate to financial information for that company, are based on the review report of the other auditors.
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, and on the review report of the other auditors, nothing came to our notice which would cause us to think that the above separate interim financial information is not prepared, in all significant aspects, in accordance with regulation 38D of the Israeli Securities Regulations (Periodic and Immediate Reports) - 1970.
Amit, Halfon Certified Public Accountants (Israel)
Ramat Gan, November 22, 2012
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.
| September 30, 2012 |
September 30, 2012 |
September 30 2011 |
December 31, 2011 |
|
|---|---|---|---|---|
| (unaudited) | (unaudited) | (audited) | ||
| (in thousands) | ||||
| Convenience translation into Euro (1) |
NIS | |||
| Current assets | ||||
| Cash and cash equivalents | 2,242 | 11,353 | 12,563 | 14,211 |
| Restricted cash | 659 | 3,336 | 3,262 | 3,281 |
| Marketable securities | 7,088 | 35,899 | 36,307 | 36,229 |
| Accounts receivable - | ||||
| Trade | 2,392 | 12,118 | 19,238 | 14,289 |
| Other | 489 | 2,477 | 936 | 1,969 |
| Accounts receivable - other - subsidiaries |
2,555 | 12,942 | 6,238 | 6,825 |
| Embedded derivatives | 132 | 666 | 101 | 20 |
| Inventory | 3,505 | 17,752 | 18,485 | 15,115 |
| Inventory - work in progress | 1,553 | 7,867 | 7,013 | 7,243 |
| 20,615 | 104,410 | 52,011 | 99,182 | |
| Non-current assets Assets less liabilities associated with subsidiaries Long-term deposits Property and equipment, net Intangible assets, net |
- 39 7,844 5,740 13,623 |
- 196 39,727 29,077 69,000 |
284 353 40,387 21,643 62,667 |
830 264 40,301 23,198 64,593 |
| 34,238 | 173,410 | 166,810 | 163,775 | |
| Haim Shani Chairman of the Board of Directors and C.E.O. |
Tzvi Livne Director |
Yair Itscovich Chief Financial Officer |
Approved: November 22, 2012.
(1) See note 1C.
| September 30, 2012 |
September 30, 2012 |
September 30, 2011 |
December 31, 2011 |
||||
|---|---|---|---|---|---|---|---|
| (unaudited) | (unaudited) | ||||||
| Convenience translation into Euro (1) |
(in thousands) | ||||||
| Current liabilities Current maturities of long-term loans |
892 | 4,515 | 4,468 | 4,399 | |||
| Current maturities of bonds Accounts payable - |
3,561 | 18,035 | 6,198 | 6,186 | |||
| Trade Other Embedded derivatives |
3,578 4,752 156 12,939 |
18,121 24,073 790 65,534 |
13,660 19,263 926 33,849 |
13,880 15,273 1,077 40,815 |
|||
| Non-current liabilities Liabilities less assets associated with subsidiaries Loans from banks and others Bonds Liabilities for benefits to employees, net |
350 2,519 8,880 521 12,270 |
1,776 12,757 44,976 2,638 62,147 |
- 17,093 60,850 1,586 79,529 |
- 15,748 60,977 2,532 79,257 |
|||
| Shareholders' equity Share capital Share premium Capital reserve from translation of |
70 9,988 |
352 50,588 |
352 50,588 |
352 50,588 |
|||
| foreign operation Company shares held by the company Retained earnings (loss) |
(90) (1,325) 386 9,029 |
(454) (6,711) 1,954 45,729 |
(854) (6,643) (677) 42,766 |
(648) (6,643) 54 43,703 |
|||
| 34,238 | 173,410 | 166,810 | 163,775 |
(1) See note 1C.
| i t tr a |
bu d he te to t c |
om p an y |
|||||
|---|---|---|---|---|---|---|---|
| Fo he in t r n e hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 |
Fo he in hs t t r n e m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 2 0 1 1 ( d i d ) te un au |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r 2 0 1 2 2 0 1 1 ( d i d ) te un au |
Fo he t r ea r y de d en De be 3 1, ce m r 2 0 1 1 |
|||
| ( d i d ) te un au |
( d i d ) te un au |
( d i d ) te au |
|||||
| Co ien nv en ce la io tra t ns n in Eu ( ) to 1 ro |
N I |
S | ( in ho ds ) t us an Co ien nv en ce la io tra t ns n in Eu ( ) to 1 ro |
N I S |
|||
| Re ve nu es Re fro bs i d iar ies ve nu es m su |
1 6, 2 7 8 3, 6 8 8 |
8 2, 4 4 7 1 8, 6 7 8 |
8 9, 0 7 9 1 4, 0 1 4 |
5, 2 7 5 1, 3 1 6 |
2 6, 7 1 7 6, 6 6 7 |
2 6, 2 3 2 5, 4 3 0 |
1 1 6, 1 8 2 1 8, 2 4 8 |
| To l re ta ve nu es |
1 9, 9 6 6 |
1 0 1, 1 2 5 |
1 0 3, 0 9 3 |
6, 5 9 1 |
3 3, 3 8 4 |
3 1, 6 6 2 |
1 3 4, 4 3 0 |
| Co f r t o s ev en ue s |
1 5, 5 3 1 |
7 8, 6 6 2 |
7 7, 7 0 0 |
5, 3 6 1 |
2 7, 1 5 2 |
2 3, 5 9 6 |
1 0 1, 1 4 3 |
| Gr f i t os s p ro |
4, 4 3 5 |
2 2, 4 6 3 |
2 5, 3 9 3 |
1, 2 3 0 |
6, 2 3 2 |
8, 0 6 6 |
3 3, 2 8 7 |
| 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 inc t r om e |
5 8 3 1, 2 9 5 8 9 6 1 1 1 - |
2, 9 5 3 6, 5 5 9 4, 5 4 0 5 6 0 - |
1, 9 0 9 5, 8 8 9 4, 9 2 6 4 7 1 - |
1 7 0 4 0 3 3 1 7 5 0 - |
8 6 2 2, 0 4 3 1, 6 0 7 2 5 0 - |
6 9 1 1, 9 2 8 1, 4 5 4 2 0 4 - |
2, 8 5 7 8, 0 4 5 6, 6 1 0 6 1 8 1 1 |
| Op ing f i t t er a p ro |
1, 5 5 0 |
7, 8 5 1 |
1 2, 1 9 8 |
2 9 0 |
1, 4 7 0 |
3, 7 8 9 |
1 5, 1 6 8 |
| F ina ing inc nc om e F ina ing nc e xp en se s |
6 5 3 1, 2 7 5 |
3, 3 0 7 6, 4 5 9 |
2, 5 9 9 7, 1 8 0 |
4 9 2 5 3 6 |
2, 4 8 9 2, 7 1 4 |
6 2 4 3, 3 5 6 |
2, 6 3 3 8, 1 5 4 |
| Pr f i f f ina t a te t o r nc e, ne Co f T he 's ha mp an s re o y |
9 2 8 |
4, 6 9 9 |
7, 6 1 7 |
2 4 6 |
1, 2 4 5 |
1, 0 5 7 |
9, 6 4 7 |
| bs i d iar ies los s se s u |
( 5 5 3 ) |
( 2, 7 9 9 ) |
( 9 2 8 ) |
( 2 0 9 ) |
( 1, 0 6 0 ) |
( 7 5 0 ) |
( 1, 7 1 4 ) |
| Pr f i fo he io d i bu d t t t tr te o r p er a he 's ha ho l de to t co mp an s re rs y |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
(1) See note 1C.
| i t tr a |
bu d he te to t c |
om p an y |
||||||
|---|---|---|---|---|---|---|---|---|
| Fo he ine t r n hs Fo he in hs t t t m on r n e m on io d de d io d de d p er en p er en Se Se be 3 0, be 3 0, te te p m r p m r |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he hr t t r ee hs t m on io d de d p er en Se be 3 0, te p m r |
Fo he t r y ea r de d en De be 3 1, ce m r |
|||||
| 2 0 1 2 |
2 0 1 2 2 0 1 1 |
2 0 1 2 |
2 0 1 2 |
2 0 1 1 |
2 0 1 1 |
|||
| ( d i d ) ( d i d ) te te un au 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 in tra t to ns n Eu ( 1 ) ro |
N I |
S | Co ien nv en ce la io in tra t to ns n Eu ( 1 ) ro |
S N I |
||||
| Pr f i fo he io d i bu d t t t tr te o r p er a he 's ha ho l de to t co mp an y s re rs |
3 7 5 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
1 8 5 |
3 0 7 |
7, 9 3 3 |
|
| O he he ive inc ( los ) t r c om p re ns om e s |
||||||||
| Ac ia l los tu ar s Tr la ion f fo ig ion t t an s o re n o p er a O he he ive inc ( los ) fo he io d t t r c om p re ns om e s r p er |
- 3 8 3 8 |
- 1 9 4 1 9 4 |
- 3 2 2 3 2 2 |
- ( 1 2 ) ( 1 2 ) |
- ( 6 1 ) ( 6 1 ) |
- 6 6 3 6 6 3 |
( 5 1 3 ) 5 2 8 1 5 |
|
| Co he ive inc fo he io d t mp re ns om e r p er i bu d he 's ha ho l de t tr te to t a co mp an s re rs y |
4 1 3 |
2, 0 9 4 |
7, 0 1 1 |
2 5 |
1 2 4 |
9 7 0 |
7, 9 4 8 |
|
(1) See note 1C.
| i bu d he t tr te to t a |
c om p an y |
||||||
|---|---|---|---|---|---|---|---|
| Fo r th e nin ths e m on rio d de d pe en Se be r 3 0, tem p |
Fo r th e n rio d pe Se tem p |
ine ths m on de d en be r 3 0, |
Fo r th hre e t e nth mo s rio d de d pe en Se be r 3 0, tem p |
Fo r th hre e t rio d pe Se tem p |
ths e m on de d en be r 3 0, |
Fo r th e de d ye ar en De mb 31 ce er , |
|
| 20 12 |
20 12 |
20 11 |
20 12 |
20 12 |
20 11 |
20 11 |
|
| (un dit ed ) au |
(un au |
dit ed ) |
(un | dit ed ) au |
|||
| ( in tho ds ) us an |
|||||||
| Co ien nv en ce lat ion tra ns in Eu ( 1) to ro |
NIS | Co ien nv en ce lat ion tra ns in Eu ( 1) to ro |
NIS | ||||
| Ca h f low ing iv it ies t t s s - op era ac |
|||||||
| i bu d he 's Pr f it for he io d a t tr te to t t co mp an y o p er |
|||||||
| ha ho l de s re rs |
3 75 |
1, 9 0 0 |
6, 6 8 9 |
3 7 |
18 5 |
3 0 7 |
7, 9 3 3 |
| A d j ho he h f low tm ts to t us en ne ce ss ary s ca s s - w |
|||||||
| ing iv it ies ( Ap d ix A ) t t op era ac p en |
3, 73 1 |
18 8 9 5 , |
( 7, 10 7 ) |
2, 6 8 7 |
13 6 12 , |
( 8 18 ) |
( 5 0 2 ) |
| Ca f h low i de d by ( d in ) ing iv it ies t t s s p rov us e op era ac |
|||||||
| f t he o co mp an y Ca h f low d in iv it ies t t |
4, 10 6 |
20 79 5 , |
( 41 8 ) |
2, 72 4 |
13 79 7 , |
( 5 11 ) |
7, 43 1 |
| ing 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 |
( 1, 20 8 ) |
( 6, 11 7 ) |
( 1, 8 0 1 ) |
( 5 5 8 ) |
( 2, 8 25 ) |
( 46 2 ) |
( 3, 3 8 8 ) |
| 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, 8 9 8 |
14 6 78 , |
( 2, 21 9 ) |
2, 16 6 |
10 9 72 , |
( 9 73 ) |
4, 0 43 |
| Ca h f low inv ing iv it ies t t 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 |
24 6 |
1, 24 9 |
( 18 5 12 ) |
76 | 3 8 5 |
( 4, 41 3 ) |
( 18 5 0 4 ) |
| Pu ha f p d e ip ert nt rc se o rop y an q u me |
( 11 4 ) |
( 5 76 ) |
, ( 20 0 0 9 ) |
( 5 7 ) |
( 29 2 ) |
( 19 10 0 ) |
, ( 20 3 14 ) |
| Inv in ict d c h tm t tr es en res e as |
- | - | , ( 3, 21 5 ) |
- | - | , ( 25 ) |
, ( 3, 21 5 ) |
| Inv in lon de its tm t ter es en g- m p os |
( ) 13 |
( ) 6 5 |
( ) 5 8 |
( ) 7 |
( ) 3 5 |
( ) 11 |
( ) 5 8 |
| Re f lon de its nt ter p ay me o g- m p os |
11 | 5 3 |
21 | 10 | 5 0 |
8 | 21 |
| Inv in int i b le tm t ts es en an g as se |
( ) 1, 6 9 4 |
( ) 8, 5 8 0 |
( ) 8, 8 8 1 |
( ) 5 46 |
( ) 2, 76 4 |
( ) 3, 49 3 |
( ) 12 0 8 7 , |
| Ca h f low d in inv ing iv it ies t t s s u se es ac |
( 1, 5 6 4 ) |
( 7, 9 19 ) |
( 5 0, 6 5 4 ) |
( 5 24 ) |
( 2, 6 5 6 ) |
( 27 0 3 4 ) , |
( 5 4, 15 7 ) |
| 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 |
( 6 5 1 ) |
( 3, 29 8 ) |
( 3, 27 1 ) |
( 21 9 ) |
( 1, 10 8 ) |
( 1, 10 5 ) |
( 4, 3 8 2 ) |
| Re iv ing f lon loa ter ce o g- m ns |
- | - | 4, 9 0 7 |
- | - | 4, 9 0 7 |
4, 9 0 7 |
| Bo ds iss n ue |
- | - | 5 3, 9 0 3 |
- | - | - | 5 3, 9 0 3 |
| Re f bo ds nt p ay me o n |
( 1, 23 4 ) |
( 6, 25 1 ) |
( 6, 16 7 ) |
( 1, 23 4 ) |
( 6, 25 1 ) |
( 6, 16 7 ) |
( 6, 16 7 ) |
| Pu ha f c ha by he t rc se o om p an y s res co mp an y |
( 13 ) |
( 6 8 ) |
( 40 4 ) |
( 13 ) |
( 6 8 ) |
- | ( 40 4 ) |
| 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 |
( 1, 8 9 8 ) |
( 9, 6 17 ) |
48 9 6 8 , |
( 1, 46 6 ) |
( 7, 42 7 ) |
( 2, 3 6 5 ) |
47 8 5 7 , |
| C ha in h a d c h e iva len for he io d ts t ng e ca s n as q p er u |
( 5 6 4 ) |
( 2, 8 5 8 ) |
( 3, 9 0 5 ) |
17 6 |
8 8 9 |
( 3 0, 3 72 ) |
( 2, 25 7 ) |
| 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 |
2, 8 0 6 |
14 21 1 , |
16 46 8 , |
2, 0 6 6 |
10 46 4 , |
42 9 3 5 , |
16 46 8 , |
| Ca h a d c h e iva len d o f p io d ts at s n as q u en er |
2, 24 2 |
11 3 5 3 , |
12 5 6 3 , |
2, 24 2 |
11 3 5 3 , |
12 5 6 3 , |
14 21 1 , |
(1) See note 1C.
| Fo he r t ine hs t n m on io d de d p er en Se be 3 0, te p m r |
Fo he ine hs r t t n m on io d de d p er en Se be 3 0, te p m r |
Fo he r t hr hs t t ee m on io d de d p er en Se be 3 0, te p m r |
Fo he hr hs r t t t ee m on io d de d p er en Se be 3 0, te p m r |
Fo he r t de d y ea r e n De be 3 1, ce m r 2 0 |
|||
|---|---|---|---|---|---|---|---|
| 2 0 1 2 |
2 0 1 2 |
2 0 11 |
2 0 1 2 |
2 0 1 2 |
2 0 11 |
11 | |
| ( d ite d ) un au |
( d ite d ) un au |
( d ite d ) un au |
( d ite d ) un au |
( d ite d ) au |
|||
| ( in ho ds ) t us an |
|||||||
| 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 y s w ca s - f low ing iv i ies t t t s op er a a c - |
|||||||
| T he Co 's ha f bs i d iar ies los mp an s re o su se s y |
5 5 3 |
2, 7 9 9 |
9 2 8 |
2 0 9 |
1, 0 6 0 |
7 5 0 |
1, 7 1 4 |
| De ia ion d iza ion t t t p re c a n am or |
9 0 5 |
4, 5 8 1 |
4, 8 0 8 |
2 9 4 |
1, 4 8 7 |
1, 8 9 5 |
6, 9 8 9 |
| Lo ( f i ) fro ke b le i ies t ta t t ss p ro m ma r se cu r ne , |
( ) 1 8 2 |
( ) 9 1 9 |
9 9 1 |
( ) 2 0 6 |
( ) 1, 0 4 2 |
7 3 9 |
1, 0 6 1 |
| Ca i l g in ta p a |
- | - | - | - | - | - | ( 1 1 ) |
| 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 |
2 1 |
1 0 6 |
3 | 1 | 5 | ( 2 5 ) |
4 3 6 |
| Re lua ion f r ic d c h t tr te ev a o es as |
( 1 1 ) |
( 5 5 ) |
( 4 7 ) |
( 4 ) |
( 1 8 ) |
( 2 6 ) |
( 6 6 ) |
| Re lua ion f lon loa d bo ds t te ev a o g- rm ns a n n |
3 5 4 |
1, 7 9 2 |
2, 6 6 6 |
1 8 0 |
9 1 2 |
1, 0 1 9 |
2, 2 3 3 |
| Re lua ion f e be d de d de iva ive t t ev a o m r s |
( 1 8 4 ) |
( 9 3 3 ) |
( 3, 1 2 6 ) |
( 1 3 4 ) |
( 6 7 7 ) |
( 3 8 2 ) |
( 2, 8 9 4 ) |
| De ( inc ) in iva b le de ts tra cre as e re as e ac co un re ce - |
4 2 9 |
2, 1 7 1 |
( ) 7, 7 5 5 |
1, 0 5 2 |
5, 3 2 6 |
( ) 3, 0 1 0 |
( ) 2, 8 0 6 |
| De ( inc ) in iva b le he ts t cre as e re as e ac co un re ce - o r |
( ) 8 5 |
( ) 4 2 8 |
2 2 2 |
( ) 3 5 4 |
( ) 1, 7 9 5 |
4 0 3 |
( ) 7 2 2 |
| De ( inc ) in inv to cre as e re as e en ry |
( ) 5 2 1 |
( ) 2, 6 3 7 |
9, 8 1 3 |
( ) 4 5 5 |
( ) 2, 3 0 6 |
4, 5 7 0 |
1 3, 1 8 3 |
| De ( inc ) in inv k in to cre as e re as e en ry - w or p rog re ss |
( 1 2 3 ) |
( 6 2 4 ) |
4 4 8 |
2 5 |
1 2 9 |
3 0 1 |
2 1 8 |
| Inc ( de ) in b le de ts tra re as e cr ea se ac co un p ay a - |
8 3 7 |
4, 2 4 1 |
( 1 2, 0 3 0 ) |
3 8 0 |
1, 9 2 9 |
( 1, 4 8 3 ) |
( 1 1, 8 1 0 ) |
| Inc ( de ) in b le he ts t re as e cr ea se ac co un p ay a - o r |
1, 7 3 8 |
8, 8 0 1 |
( 4, 0 2 8 ) |
1, 6 9 9 |
8, 6 0 2 |
( 5, 5 6 9 ) |
( 8, 0 2 7 ) |
| 3, 7 3 1 |
1 8, 8 9 5 |
( 7, 1 0 7 ) |
2, 6 8 7 |
1 3, 6 1 2 |
( 8 1 8 ) |
( 5 0 2 ) |
|
| Ap d ix B No h o ion t p en n- ca s p er a s - |
|||||||
| Bo ds iss n ue e xp en se s |
- | - | 3 0 |
- | - | - | 3 0 |
| Tr fe f in i b le ins i l ta ts t c ta an s r o ng as se ag a ap |
|||||||
| iss in bs i d iar ue a s u y |
- | - | - | - | - | - | 1 1 7 |
| Ca i l n bs i d iar ta te to p o su y |
- | 1, 0 0 0 |
|||||
| - | - | - | - | - |
(1) See note 1C.
For the convenience of the reader, the NIS amounts for the last reported period have been translated into EURO by dividing each NIS amount by the representative rate of exchange of the EURO as at September 30, 2012 (EURO 1 = NIS 5.0649).
The translated EURO amounts presented in these financial statements should not be construed as representing amounts receivable or payable in EURO unless otherwise indicated.
The Management, supervised by the Board of Directors of UNITRONICS (1989) (R"G) Ltd. (the "Corporation") is responsible to set and maintain proper internal control over financial reporting and disclosure by the corporation.
For this matter, the Management consists of: HAIM SHANI, Company CEO BAREKET SHANI, Deputy CEO EYAL SABAN, VP YAIR ITZKOVICH, CFO
Internal control over financial reporting and disclosure consists of existing controls and procedures of the Corporation, designed by the general manager and most senior financial officer, or under their supervision, or by those acting in said capacities, under supervision of the Corporation's Board of Directors, which are to provide reasonable certainty with respect to reliability of financial reporting and preparation of reports pursuant to statutory provisions, and to ensure that information which the Corporation is required to disclose in reports issued pursuant to statutory provisions is accumulated, processed, summarized and reported on schedule and in the format prescribed by Law.
Internal control includes, inter alia, controls and procedures which are designated to ensure that information which the Corporation is required to disclose, is accumulated and submitted to corporate's Management, including to the general manager and to the most senior financial officer, or to those acting in said capacities, in order to enable decisions to be made at the appropriate time with regard to the required disclosure.
Due to structural limitations, internal control over financial reporting and disclosure is not designed to provide absolute certainty that misrepresentation or omission of information on the reports would be avoided or discovered.
In the Quarterly Report on The Effectiveness of Internal Control Over Financial Reporting and Disclosure that was attached to the quarterly report for the period ended on June 30, 2012 (hereinafter - the "Last Quarterly Report on Internal Control"), the internal control system in the company was resolved as effective.
Until the reporting date, no event or matter have been brought to the attention of the board of directors and the Management, which could change the assessment of effectiveness of internal control, as it was resolved in the Last Quarterly Report on Internal Control.
As of the date of this report, based on the Last Quarterly Report on Internal Control, and based on information brought to the attention of the board of directors and the Management as stated above, the internal control is effective;
I, HAIM SHANI, certify that:
The foregoing shall not derogate from any of my statutory responsibility, or that of any other person.
November 22, 2012
HAIM SHANI, CEO
____________
internal control over financial reporting and the company's disclosure that occurred during the period between the last reporting date (quarterly or periodic, as the case may be) and this reporting date was brought to my attention
The foregoing shall not derogate from my statutory responsibility, or that of any other person.
November 22, 2012
YAIR ITZKOVICH, CFO
_______________________
The document was prepared solely for the management of Unitronics ltd. (Hereinafter: the "Management", "Unitronics" or the "Company") for the purposes stated herein and should not be relied upon for any other purpose. Unless required by law it shall not be provide to any third party without our prior written consent. In no event, regardless of whether consent has been provided, shall we assume any responsibility to any third party to which the report is disclosed or otherwise made available.
In the course of our analysis, we made use of financial and other information and representations provided to us by the Management or its representatives. We assume such information reliable. The more significant sources of this information are identified in the accompanying report. Our conclusions are dependent on such information being complete and accurate in all material respects; however, we have not examined such information and, accordingly, do not express an opinion or any other form of assurance thereon.
While our work has involved an analysis of financial information and accounting records, our engagement does not include an audit in accordance with generally accepted auditing standards of the existing business records of the Company. Accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information provided by and on behalf of the Management.
Projections relating to future events are based on assumptions, which may not remain valid for the whole of the relevant period. Particularly, projections are based solely on the information that was available on Valuation Dates, and may differ from projections and/or financial results that were made available later on. Consequently, this information cannot be relied upon to the same extent as that derived from audited accounts for completed accounting periods. We express no opinion as to how closely the actual results will correspond to those projected by the Company.
The valuation is not a precise science and the conclusions arrived at in many cases will of necessity be subjective and dependent on the exercise of individual judgment. Therefore, there is no indisputable single value and we normally express our opinion on the value as falling within a likely range. However, as purpose requires the expression of a single value, we have adopted a value at the mid-point of our valuation range.
Whilst we consider our value/range of values to be both reasonable and defensible based on the information available to us, others may place a different value on the business.
Excluding gross negligence and malice, Financial Immunities and its employees or any other party acting on its behalf, shall not be liable for any loss or damage whatsoever that the Company may suffer, directly or indirectly, as a result of Financial Immunities services.
Without derogating from the previously mentioned, in any event whatsoever, Financial Immunities liability shall be limited to the amount of fees payable by the Company to Financial Immunities in respect with providing its services for preparing the Project.
The Company will indemnify Financial Immunities against all claims by third parties that arise out of or in connection with the Project and/or services rendered under this agreement
Finally, the results of our valuation do not constitute a Solvency Opinion or a Fairness Opinion, and should not be relied upon as such. Furthermore, the analysis we perform should not be taken to supplant any procedures that the Company should undertake in connection with the transaction.
Financial Immunities has no personal interest in the Company, and its fees are not contingent on the conclusions of this opinion.
Sincerely, Financial Immunities Ltd.
| 1. Background 5 | |
|---|---|
| 2. Methodology 7 | |
| 3. Calculation Model 7 | |
| 4. ILS Cash Flow Calculations 8 | |
| 5. Fair Value Calculations 17 | |
| 6. Findings 22 |
Unitronics Company focuses on the design, development, manufacture, marketing, sale and support of mass production line automation products and realization of logistic systems automation projects. The Company signed an agreement with a customer. Under the terms of the agreement, the Company undertook to accomplish a project expected to generate to the Company future cash flows denominated in euro. As of this moment, EUR does not represent the functional currency either for Unitronics or for the customer. Company's experience with the analogous projects indicates that there exists a reasonable probability for deviation of payment terms from the originally scheduled ones.
The table bellow presents the expected payments as reported by the Company:
| Transaction No. | Date of order signing | Inflow in EUR |
|---|---|---|
| SO9024592 | 06/05/2009 | € 10,591,854 |
| SO9024593 | 06/05/2009,07/12/2009 | € 4,497,003 |
| SO9026013 | 29/09/2009,11/12/2009,15/01/2010, 24/03/2010 | € 1,440,190 |
| SO9027063 | 23/12/2009 | € 177,000 |
| SO10027583 | 04/02/2010 | € 137,458 |
| SO9026912 | 17/12/2009,13/01/2010 | € 1,671,892 |
| SO10028957 | 31/05/2010 | € 45,325 |
| SO10029075 | 10/06/2010 | € 85,748 |
| SO10028772 | 16/05/2010 | € 1,726,001 |
| SO10029601 | 28/07/2010 | € 1,158,700 |
| SO10029738 | 12/08/2010 | € 179,575 |
| SO10030086 | 19/09/2010 | € 139,421 |
| SO10030459 | 24/10/2010 | € 48,000 |
| SO10030873 | 28/11/2010 | € 77,649 |
| SO10030874 | 28/11/2010 | € 234,260 |
| SO10031217 | 22/12/2010 | € 21,814 |
| SO10031195 | 21/12/2010 | € 28,093 |
| SO10030475 | 25/10/2010 | € 74,817 |
| SO10031025 | 07/12/2010 | € 41,453 |
| SO10030653 | 08/11/2010 | € 33,000 |
| SO11033018 | 16/03/2011 | € 24,179 |
| SO11033017 | 16/03/2011 | € 32,626 |
| USO1202098 | 24/05/2012 | € 10,238,123 |
| Total | € 32,704,181 |
| To l ta |
2 0 |
0 9 |
2 0 |
1 0 |
2 0 |
1 1 |
2 0 |
1 2 |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Cu la ive t m u Ac l tu |
Cu la ive t m u |
Ye ar |
2 0 0 9 |
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The following table reports the expected inflows in ILS as of the date of agreement signing and the valuation date (30/09/2012):
An embedded derivative is a derivative that embedded in buy or sales contracts of products or services. In accounting literature, those contracts are also known as "Host Contracts". In Israel, embedded derivatives are often a part of transactions denominated in a currency, which is not the functional currency of a reporting company and/or of transaction counterpart's company (for example, foreign currency derivatives in such transactions as purchases from suppliers, sales to customers, or real estate rent contracts).
According to IAS 39 – "Financial Instruments: Recognition and Management", embedded derivatives have to be separated from host contracts, and treated as separate derivative financial instruments. In particular, embedded derivatives have to be evaluated with respect to their fair value estimated against corresponding profits and losses.
We derive our calculation model from the decision making model. Since the exact date of payment is unknown and there is a probability for a delay, we chose to use the decision tree algorithm.
In accordance with the data obtained from the Company, the probability to each of the scenarios to occur is assumed equal (i. e. 50% probability for each of the scenarios).
The following figure illustrates possible implementation of the introduced above model. More specifically, the figure shows that if payment is made at the originally scheduled date, then no delay will be considered. In contrast, if the payment has not been made on time, we will move to the next point (of the model) – possible payment date next to the initially scheduled one - and then reexamine whether or not the payment is made.
A. Applying decision tree algorithm, we first compute forward rate, which afterward used for calculations of ILS payment equivalent as of the agreement inception date. The forward rate calculations based on the assumption that probability of not receiving payment in time is equal to 50%. Based on its experience with similar projects, the Company estimates possible delay in payment as of up to three months (with respect to the payment terms set forth in the project's schedule). To examine the probability of delay in the payment, we test a number of possible scenarios with different delay lengths (two weeks, month, and so on up to three months, increasing the lag period in 15 days each time). In order to estimate the forward rates, we used the forward rates as of agreement inception dates for each of the future scenario terms (06/05/2009, 29/09/2009, 07/12/2009, 11/12/2009, 17/12/2009, 23/12/2009, 13/01/2010, 15/01/2010, 04/02/2010, 24/03/2010, 16/05/2010, 31/05/2010, 10/06/2010, 28/07/2010, 12/08/2010, 19/09/2010, 24/10/2010, 25/10/2010, 08/11/2010, 28/11/2010, 07/12/2010, 21/12/2010, 22/12/2010, 16/03/2011, 24/05/2012). For example: for the payment expected on 31/05/2010 there is a probability of 50% to be made on this date (in accordance with the future rate determined for the corresponding date), and a probability of 50% to be made during the next three months following after the initially scheduled date (according to the Company).
B. After we estimated the constant ILS inflow for each payment date, we estimate the forward rate for 30/09/2012 (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 | ₪58,240,748 |
| SO9024593 | 06/05/2009,07/12/2009 | ₪24,793,069 |
| SO9026013 | 29/09/2009,11/12/2009,15/01/2010, 24/03/2010 | ₪7,842,619 |
| SO9027063 | 23/12/2009 | ₪959,222 |
| SO10027583 | 04/02/2010 | ₪709,633 |
| SO9026912 | 17/12/2009,13/01/2010 | ₪9,087,366 |
| SO10028957 | 31/05/2010 | ₪216,936 |
| SO10029075 | 10/06/2010 | ₪397,581 |
| SO10028772 | 16/05/2010 | ₪8,156,591 |
| SO10029601 | 28/07/2010 | ₪5,733,566 |
| SO10029738 | 12/08/2010 | ₪876,508 |
| SO10030086 | 19/09/2010 | ₪679,862 |
| SO10030459 | 24/10/2010 | ₪242,487 |
| SO10030873 | 28/11/2010 | ₪378,036 |
| SO10030874 | 28/11/2010 | ₪1,140,535 |
| SO10031217 | 22/12/2010 | ₪102,697 |
| SO10031195 | 21/12/2010 | ₪132,855 |
| SO10030475 | 25/10/2010 | ₪377,614 |
| SO10031025 | 07/12/2010 | ₪200,680 |
| SO10030653 | 08/11/2010 | ₪165,701 |
| SO11033018 | 16/03/2011 | ₪119,895 |
| SO11033017 | 16/03/2011 | ₪161,772 |
| USO1202098 | 24/05/2012 | ₪50,757,231 |
| Total | ₪171,473,202 |
C. The following table reports payments in ILS for a corresponding agreement inception date:
3 Golda Meir st, Lev Hanitzan, Wiezmann Science Park, Ness Ziona 74036 Tel: 972-8-9369800, Fax: 972-8-9369801 www.immunities.co.il
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: 06/05/2009.
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 |
| 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 |
| 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 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Rate (Original) Date of Payment |
|||||||||||||
| 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 |
| 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 |
| 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 |
| 16/03/2011 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (Original) Date of Payment | Forward Rate | |||||||
| 30/04/2011 | 4.9590 |
Date: 24/05/2012.
| 24/05/2012 | |
|---|---|
| (Original) Date of Payment | Forward Rate |
| 31/05/2012 | 4.8961 |
| 31/08/2012 | 4.9077 |
| 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 | 4.9017 |
| 30/09/2012 | 4.9132 |
| 31/03/2013 | 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 | 4.9017 |
| 30/09/2012 | 4.9132 |
| 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 | 4.9017 |
| 30/09/2012 | 4.9132 |
| 30/06/2013 | 4.9717 |
| 30/09/2013 | 4.9917 |
| 31/05/2014 | 5.0433 |
E. The following tables present the data used for the forward rate and ILS payment calculations for the valuation date (30/09/2012):
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO9024592 | 06/05/2009 | 23/03/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | |||||
|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 29/09/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 11/12/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 11/12/2009 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 15/01/2010 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 15/01/2010 | 31/03/2011 | 31/12/2012 | 5.0599 | |
| SO9026013 | 24/03/2010 | 31/03/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10027583 | 04/02/2010 | 31/03/2010 | 31/12/2012 | 5.0599 |
| 30/09/2012 | |||||
|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |
| SO9026912 | 17/12/2009 | 19/01/2011 | 31/12/2012 | 5.0599 | |
| SO9026912 | 17/12/2009 | 19/01/2011 | 31/12/2012 | 5.0599 | |
| SO9026912 | 13/01/2010 | 19/01/2011 | 31/12/2012 | 5.0599 | |
| SO9026912 | 17/12/2009 | 19/04/2011 | 31/01/2013 | 5.0572 | |
| SO9026912 | 17/12/2009 | 19/04/2011 | 31/01/2013 | 5.0572 | |
| SO9026912 | 13/01/2010 | 19/04/2011 | 31/12/2012 | 5.0599 | |
| SO9026912 | 13/01/2010 | 19/04/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10028957 | 31/05/2010 | 28/02/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10029075 | 10/06/2010 | 31/03/2011 | 31/12/2012 | 5.0599 |
| SO10029075 | 10/06/2010 | 31/03/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| 16/05/2010 03/04/2011 SO10028772 |
31/12/2012 | 5.0599 | ||
| SO10028772 | 16/05/2010 | 03/07/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10029738 | 12/08/2010 | 30/04/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10030874 | 28/11/2010 | 31/03/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| SO10030475 | 25/10/2010 | 30/04/2011 | 31/12/2012 | 5.0599 |
| SO10030475 | 25/10/2010 | 03/07/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | |||||
|---|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate | |
| SO10031025 | 07/12/2010 30/04/2011 |
31/12/2012 | 5.0599 | ||
| SO10031025 | 07/12/2010 | 30/07/2011 | 31/12/2012 | 5.0599 |
| 30/09/2012 | ||||
|---|---|---|---|---|
| Transaction No. | Order Date | (Original) Date of Payment | (Revised) Date | Forward Rate |
| USO1202098 | 24/05/2012 | 31/08/2012 | 31/12/2012 | 5.0599 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 31/01/2013 | 31/01/2013 | 5.0572 |
| USO1202098 | 24/05/2012 | 31/01/2013 | 31/01/2013 | 5.0572 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 30/04/2013 | 5.0505 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 30/04/2013 | 5.0505 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 30/04/2013 | 5.0505 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 5.0414 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 5.0237 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 5.0179 |
| USO1202098 | 24/05/2012 | 30/09/2012 | 31/01/2013 | 5.0572 |
| USO1202098 | 24/05/2012 | 31/03/2013 | 31/03/2013 | 5.0533 |
| USO1202098 | 24/05/2012 | 30/04/2013 | 30/04/2013 | 5.0505 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 5.0414 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 5.0298 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 5.0298 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 5.0237 |
| USO1202098 | 24/05/2012 | 31/03/2014 | 31/03/2014 | 5.0179 |
| USO1202098 | 24/05/2012 | 30/09/2012 | 31/01/2013 | 5.0572 |
|---|---|---|---|---|
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 31/07/2013 | 31/07/2013 | 5.0414 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 30/11/2013 | 30/11/2013 | 5.0298 |
| USO1202098 | 24/05/2012 | 31/01/2014 | 31/01/2014 | 5.0237 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 5.0116 |
| USO1202098 | 24/05/2012 | 31/07/2014 | 31/07/2014 | 5.0047 |
| USO1202098 | 24/05/2012 | 30/09/2012 | 31/01/2013 | 5.0572 |
| USO1202098 | 24/05/2012 | 30/06/2013 | 30/06/2013 | 5.0450 |
| USO1202098 | 24/05/2012 | 30/09/2013 | 30/09/2013 | 5.0351 |
| USO1202098 | 24/05/2012 | 31/05/2014 | 31/05/2014 | 5.0116 |
The fair value for 30/09/2012 computed as the difference between multiples of expected payment and forward rate on agreement inception date, and multiples of expected payment and forward rate on the valuation date. Each of the obtained results (profit/loss), discounted by risk free rate estimated for the corresponding period. This value discounted to 30/09/2012 by risk free rate matching to this period.
| Contract Inception Date |
EUR/ILS Exchange Rate |
|---|---|
| 06/05/2009 | 5.5069 |
| 29/09/2009 | 5.4968 |
| 07/12/2009 | 5.6437 |
| 11/12/2009 | 5.5644 |
| 17/12/2009 | 5.4603 |
| 23/12/2009 | 5.4274 |
| 13/01/2010 | 5.3439 |
| 15/01/2010 | 5.3050 |
| 04/02/2010 | 5.1542 |
| 24/03/2010 | 4.9991 |
| 16/05/2010 | 4.7132 |
| 31/05/2010 | 4.7564 |
| 10/06/2010 | 4.6363 |
| 28/07/2010 | 4.9471 |
| 12/08/2010 | 4.8735 |
| 19/09/2010 | 4.8749 |
| 24/10/2010 | 5.0606 |
| 25/10/2010 | 5.0465 |
| 08/11/2010 | 5.0291 |
| 28/11/2010 | 4.8745 |
| 07/12/2010 | 4.8392 |
| 21/12/2010 | 4.7342 |
| 22/12/2010 | 4.7147 |
| 16/03/2011 | 4.9630 |
| 24/05/2012 | 4.8359 |
F. The following table and figure show the risk free rate curve we use to define discount rate in the implemented model.
| 30/09/2012 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Month | 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 |
| Rate | ||||||||||||
| of | 2.22% | 2.21% | 2.09% | 2.16% | 2.18% | 2.17% | 2.17% | 2.20% | 2.18% | 2.19% | 2.20% | 2.21% |
| Return |
| 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 ₪58,240,748 |
30/09/2012 | 30/09/2012 ₪8,678,155 |
30/09/2012 ₪8,039,121 |
30/09/2012 ₪(639,033) |
| SO9024592 | € 10,591,854 € 4,497,003 |
₪24,793,069 | € 1,588,778 € 0 |
₪0 | ₪0 | ₪0 |
| SO9024593 | € 1,440,190 | ₪7,842,619 | € 144,019 | ₪787,385 | ₪728,727 | ₪(58,658) |
| SO9026013 | ₪959,222 | ₪0 | ₪0 | ₪0 | ||
| SO9027063 | € 177,000 | € 0 | ||||
| SO10027583 | € 137,458 | ₪709,633 | € 8,922 | ₪46,813 | ₪45,142 | ₪(1,671) |
| SO9026912 | € 1,671,892 | ₪9,087,366 | € 262,752 | ₪1,424,660 | ₪1,328,837 | ₪(95,822) |
| SO10028957 | € 45,325 | ₪216,936 | € 9,065 | ₪44,367 | ₪45,868 | ₪1,501 |
| SO10029075 | € 85,748 | ₪397,581 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10028772 | € 1,726,001 | ₪8,156,591 | € 345,200 | ₪1,645,764 | ₪1,746,691 | ₪100,927 |
| SO10029601 | € 1,158,700 | ₪5,733,566 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10029738 | € 179,575 | ₪876,508 | € 15,933 | ₪78,728 | ₪80,620 | ₪1,892 |
| 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 | ₪1,140,535 | € 11,713 | ₪57,047 | ₪59,267 | ₪2,220 |
| SO10031217 | € 21,814 | ₪102,697 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10031195 | € 28,093 | ₪132,855 | € 0 | ₪0 | ₪0 | ₪0 |
| SO10030475 | € 74,817 | ₪377,614 | € 14,964 | ₪76,132 | ₪75,717 | ₪(415) |
| SO10031025 | € 41,453 | ₪200,680 | € 8,291 | ₪40,452 | ₪41,950 | ₪1,498 |
| 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 | ₪50,757,231 | € 8,318,190 | ₪41,369,473 | ₪41,933,768 | ₪564,296 |
| € 32,704,181 | ₪171,473,202 | € 10,727,826 | ₪54,248,975 | ₪54,125,710 | ₪(123,265) |
The table below presents the Fair Value as of 30/09/2012:
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