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MWE Mti Wireless Edge Ltd.

42.00
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mti Wireless Edge Ltd. LSE:MWE London Ordinary Share IL0010958762 ORD ILS0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 42.00 41.00 43.00 42.50 42.00 42.00 59,113 08:10:11
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Communications Equip, Nec 45.63M 4.05M 0.0458 9.17 37.13M

MTI Wireless Edge Limited 3rd Quarter Results (0306P)

14/11/2016 7:00am

UK Regulatory


Mti Wireless Edge (LSE:MWE)
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TIDMMWE

RNS Number : 0306P

MTI Wireless Edge Limited

14 November 2016

Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR)

14 November 2016

MTI Wireless Edge Ltd

("MTI" or the "Company")

Financial results for the nine months ended 30 September 2016

MTI Wireless Edge Ltd. (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solution provider, today announces its unaudited results for the nine months ended 30 September 2016 (the "Period").

Highlights:

-- Revenue increased by 31 per cent. year-on-year in the Period to US$17.6m (nine months to 30 September 2015: US$13.4m), primarily due to the acquisition of Mottech.

-- Gross profit increased by 22 per cent. year-on-year to US$6.5m (nine months to 30 September 2015: US$5.4m).

-- Operating profit of approximately US$1.0m in the Period, in line with nine months to 30 September 2015.

-- Cash flow generated from operations tripled to US$1.5m (nine months to 30 September 2015: US$0.5m).

   --     Dividend of US 1.1 cent per share for the year ended 31 December 2015 paid on 1 April 2016. 

-- Shareholders' equity of US$18.6m (at 30 September 2015: US$17.9m) after payment of dividend, equivalent to 28.9 pence per share.

Dov Feiner, the Company's Chief Executive Officer, commented:

"I am happy to report on another excellent quarter for Mottech and its contribution to revenue growth and profit. Our antenna business is continuing to make a good progress in the third quarter, with another military contract win, as announced in August, which provides us with longer-term visibility. The RFID business has experienced a very good year to date and together with the continued development of the 60 - 80 GHz line we continue to be confident about the long-term future of the antenna business. At Mottech, we continue to see a variety of opportunities over many continents, all of which makes us believe that the combined business will continue to grow and be successful in 2016 and beyond".

For further information, please contact:

 
 MTI Wireless Edge            http://www.mtiwe.com/ 
  Dov Feiner, CEO              +972 3 900 8900 
  Moni Borovitz, Financial 
  Director 
---------------------------  ---------------------- 
 Allenby Capital Limited 
  (Nominated adviser and 
  broker) 
  Nick Naylor 
  Alex Brearley               +44 20 3328 5656 
---------------------------  ---------------------- 
 

About MTI Wireless Edge

MTI is engaged in the development, production and marketing of High Quality, Low Cost, Flat Panel Antennas for Commercial & for Military applications. Commercial applications such as: WiMAX, Wireless Networking, RFID readers &, Broadband Wireless Access. With over 40 years' experience, supplying antennas 100KHz to 90GHz including directional antennas and Omni directional for outdoor and indoor deployments including Smart Antennas for WiMAX, Wi-Fi, Public Safety, RFID and for Base Stations and Terminals - Utility Market. Military applications include a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola's IRRInet state of the art control, monitoring and communication technologies. Mottech, headquartered in Israel, is the global prime distributor of Motorola for the IRRInet remote control solutions serving its customers worldwide through its subsidiaries and a global network of local distributers and representatives. It utilizes over 25 years of experience in providing its customers with remote control and management systems which ensure constant, reliable and accurate water usage, while reducing operational costs and maintenance costly expenses. Mottech's activities are focused in the market segments of agriculture, water distribution, Municipal and Commercial Landscape and Wastewater and Storm Water Reuse.

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
                                             Nine months           Year ended 
                                            ended September          December 
                                                  30,                  31, 
                                      --------------------------  ------------- 
                                          2016          2015          2015 
                                      ------------  ------------  ------------- 
                                                 U.S. $ in thousands 
                                      ----------------------------------------- 
                                              Unaudited              Audited 
                                      --------------------------  ------------- 
Revenues                                   17,582        13,405        19,579 
Cost of sales                              11,040        8,041         11,870 
                                      ------------  ------------  ------------- 
 
   Gross profit                            6,542         5,364          7,709 
Research and development 
 expenses                                   828           962           1,216 
Distribution expenses                      2,570         1,693          2,408 
General and administrative 
 expenses                                  2,129         1,656          2,323 
                                      ------------  ------------  ------------- 
 
   Profit from operations                  1,015         1,053          1,762 
Finance expense                             307           234          432 
Finance income                               55            9             44 
                                      ------------  ------------  ------------- 
 
   Profit before income tax                 763           828          1,374 
Income tax expense                          136            74            110 
                                      ------------  ------------  ------------- 
 
   Profit                                   627           754           1,264 
Other comprehensive income 
 (net of tax): 
Items that will not be reclassified 
 to profit or loss: 
Re-measurement of defined 
 benefit plans                               -             -            (42) 
                                      ------------  ------------  ------------- 
                                             -             -            (42) 
Items that may be reclassified 
 to profit or loss: 
Adjustment arising from 
 translation of financial 
 statements of foreign operations           202           (67)          (77) 
                                      ------------  ------------  ------------- 
                                            202           (67)          (77) 
                                      ------------  ------------  ------------- 
Total other comprehensive 
 income (loss)                              202           (67)          (119) 
                                      ------------  ------------  ------------- 
 
   Total comprehensive income               829           687           1,145 
                                      ============  ============  ============= 
 
Profit Attributable to: 
Owners of the parent                        585           710           1,222 
Non-controlling interest                     42            44            42 
                                      ------------  ------------  ------------- 
 
                                            627           754           1,264 
                                      ============  ============  ============= 
Total comprehensive income 
 Attributable to: 
Owners of the parent                      787             643         1,103 
Non-controlling interest                     42            44            42 
                                      ------------  ------------  ------------- 
 
                                            829           687           1,145 
                                      ============  ============  ============= 
 
Earnings per share (dollars) 
Basic                                      0.0113        0.0138        0.0237 
                                      ============  ============  ============= 
Diluted                                    0.0111        0.0138        0.0235 
                                      ============  ============  ============= 
 
Weighted average number 
 of shares outstanding 
Basic                                   51,657,245    51,571,990     51,571,990 
                                      ============  ============  ============= 
Diluted                                 52,657,327    51,571,990     51,897,027 
                                      ============  ============  ============= 
 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the nine months period ended September 30, 2016:

 
                                       Attributed to owners of the parent 
                     ---------------------------------------------------------------------- 
                                                        Adjustment 
                                                          arising 
                                                           from 
                                            Capital     translation 
                                            Reserve         of                    Total 
                                              for        financial             attributable 
                              Additional  share-based   statements              to owners 
                      Share     paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                     capital    capital   transactions  operations   earnings     parent         interest       equity 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                            U.S. $ in thousands 
 
Balance at January 
 1, 2016 
 (Audited)               109      14,945           304         (77)     3,116        18,397              266     18,663 
 
Changes during the 
nine months 
ended September 30, 
2016 
(Unaudited): 
   Comprehensive 
   income 
   Profit for the 
    period                 -           -             -            -       585           585               42        627 
   Other 
   comprehensive 
   income 
   Translation 
    differences            -           -             -          202         -           202                -        202 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income 
    for the period         -           -             -          202       585           787               42        829 
   Share issuance 
    to 
    non-controlling 
    interest in 
    subsidiary             -        (10)             -            -         -          (10)               10          - 
   Exercise of 
    options to 
    share 
    capital                *          23           (1)            -         -            22                -         22 
   Dividend paid           -           -             -            -     (568)         (568)                -      (568) 
   Share based 
    payment                -           -            14            -         -            14                -         14 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
       Balance at 
        September 
        30, 
        2016 
        (Unaudited)      109      14,958           317          125     3,133        18,642              318     18,960 
                     =======  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

(*) less than 1 thousand dollar

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the nine months period ended September 30, 2015:

 
                                        Attributed to owners of the parent 
                      ---------------------------------------------------------------------- 
                                                         Adjustment 
                                                           arising 
                                                            from 
                                             Capital     translation 
                                             Reserve         of                    Total 
                                               for        financial             attributable 
                               Additional  share-based   statements              to owners 
                       Share     paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                      capital    capital   transactions  operations   earnings     parent         interest       equity 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                        U.S. $ in thousands 
                      ---------------------------------------------------------------------------------------  --------- 
 
Balance at January 
 1, 2015 
 (Audited)               109      14,945         286               -     2,287        17,627         216          17,843 
 
Changes during the 
nine 
months 
ended September 30, 
2015 
(Unaudited): 
   comprehensive 
   income 
   Profit for the 
    period                -          -            -                -      710            710          44           754 
   Other 
   comprehensive 
   income 
   Translation 
    differences           -          -            -             (67)       -            (67)          -            (67) 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income 
    for the period        -          -            -             (67)      710            643          44           687 
    Non-controlling 
     Interest 
     of newly 
     purchased 
     subsidiary           -          -            -                -       -               -          8             8 
   Dividend paid          -          -            -                -     (351)         (351)          -           (351) 
   Share based 
    payment               -          -           19                -       -              19          -             19 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
      Balance at 
       September 30, 
       2015 
       (Unaudited)       109      14,945         305            (67)     2,646        17,938         268          18,206 
                      =======  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

   For the year ended December 31, 2015    : 
 
                                      Attributable to owners of the parent 
                     ---------------------------------------------------------------------- 
                                                        Adjustment 
                                                          arising 
                                                           from 
                                            Capital     translation 
                                            Reserve         of                    Total 
                                              from       financial             attributable 
                              Additional  share-based   statements              to owners 
                      Share     paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                     capital    capital   transactions  operations   earnings     parent         interest       equity 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                            U.S. $ in thousands 
                     -------------------------------------------------------------------------------------------------- 
                                                                  Audited 
                     -------------------------------------------------------------------------------------------------- 
 
Balance as at 
 January 1, 2015         109      14,945        286               -     2,287        17,627              216     17,843 
 
Changes during 
2015: 
   Comprehensive 
   income 
   Profit for the 
    year                   -           -        -                 -     1,222         1,222               42      1,264 
   Other 
   comprehensive 
   income 
   Re measurements 
    on defined 
    benefit plans          -           -        -                 -      (42)          (42)                -       (42) 
   Translation 
    differences            -           -        -              (77)         -          (77)                -       (77) 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income 
    for the year           -           -        -              (77)     1,180         1,103               42      1,145 
   Non-controlling 
    Interest of 
    newly purchased 
    subsidiary             -           -        -                 -         -             -                8          8 
   Dividend paid           -           -        -                 -     (351)         (351)                -      (351) 
   Share based 
    payment                -           -        18                -         -            18                -         18 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
       Balance as 
        at December 
        31, 
        2015             109      14,945        304            (77)     3,116        18,397              266     18,663 
                     =======  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                     30.9.2016  30.9.2015  31.12.2015 
                                     ---------  ---------  ---------- 
                                           U.S. $ in thousands 
                                     -------------------------------- 
                                          Unaudited         Audited 
                                     --------------------  ---------- 
       ASSETS 
CURRENT ASSETS: 
    Cash and cash equivalents           5,100      3,054      2,634 
    Restricted cash                       -         170         - 
    Other current financial assets        -        2,051      2,086 
    Trade receivables                   7,886      7,721      8,074 
    Other receivables                   1,169      1,392      1,296 
    Current tax receivables              393        74         139 
    Inventories                         3,943      4,239      4,426 
                                     ---------  ---------  ---------- 
 
                                       18,491     18,701      18,655 
                                     ---------  ---------  ---------- 
 
 
NON-CURRENT ASSETS: 
    Long term prepaid expenses           52         21          28 
    Property, plant and equipment       5,545      5,130      5,643 
    Investment property                  635       1,212       656 
    Deferred tax assets                  564        336        393 
    Intangible assets                    348        456        429 
    Goodwill                             573        573        573 
                                     ---------  ---------  ---------- 
 
                                        7,717      7,728      7,722 
                                     ---------  ---------  ---------- 
 
 
 
         Total assets                  26,208     26,429      26,377 
                                     =========  =========  ========== 
 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                        30.9.2016  30.9.2015  31.12.2015 
                                        ---------  ---------  ---------- 
                                              U.S. $ In thousands 
                                        -------------------------------- 
                                             Unaudited         Audited 
                                        --------------------  ---------- 
       LIABILITIES AND EQUITY 
CURRENT LIABILITIES: 
    Current maturities and short 
     term bank credit and loans             811        790        792 
    Trade payables                         2,239      2,392      1,772 
    Other accounts payables                1,702      1,777      2,098 
   Current tax payables                     100        170        192 
                                        ---------  ---------  ---------- 
 
                                           4,852      5,129      4,854 
                                        =========  ---------  ---------- 
 
NON- CURRENT LIABILITIES: 
    Loans from banks, net of current 
     maturities                            1,870      2,578      2,381 
    Employee benefits                       434        424        387 
   Other liabilities                        92         92          92 
                                        ---------  ---------  ---------- 
 
                                           2,396      3,094      2,860 
                                        ---------  ---------  ---------- 
 
         Total liabilities                 7,248      8,223      7,714 
                                        =========  ---------  ---------- 
 
EQUITY 
   Equity attributable to owners 
    of the parent 
    Share capital                           109        109        109 
   Additional paid-in capital             14,958     14,945      14,945 
   Capital reserve from share-based 
    payment transactions                    317        305        304 
   Translation differences                  125       (67)        (77) 
   Retained earnings                       3,133      2,646      3,116 
                                        ---------  ---------  ---------- 
 
                                          18,642     17,938      18,397 
 
   Non-controlling interest                 318        268        266 
                                        ---------  ---------  ---------- 
 
         Total equity                     18,960     18,206      18,663 
                                        ---------  ---------  ---------- 
 
 
         Total equity and liabilities     26,208     26,429      26,377 
                                        =========  =========  ========== 
 
 
 
 
   November 13, 
       2016 
-----------------  ------------------  -----------------  --------------- 
 Date of approval    Moshe Borovitz        Dov Feiner       Zvi Borovitz 
   of financial      Finance Director    Chief Executive    Non-executive 
    statements                               Officer          Chairman 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 
                                                   Nine months         Year ended 
                                                  ended September       December 
                                                        30,                31, 
                                              ----------------------  ------------ 
                                                 2016        2015          2015 
                                              ----------  ----------  -------------- 
                                                      U.S. $ in thousands 
                                              ------------------------------------ 
                                                    Unaudited            Audited 
                                              ----------------------  -------------- 
Cash Flows from Operating Activities: 
   Profit for the period                            627         754         1,264 
   Adjustments for: 
       Depreciation and amortization                385         428          593 
       Loss (gain) from investments 
        in financial assets                          7          (1)         (36) 
       Equity settled share-based payment 
        expense                                     14          19           18 
       Finance expenses, net                        79          74           113 
       Income tax expense                           136         74           110 
   Changes in operating assets and 
    liabilities: 
       Decrease in inventories                      534         269          90 
       Decrease (increase) in trade 
        receivables                                 315        (763)       (1,136) 
       Decrease (increase) in other 
        accounts receivables and prepaid 
        expenses                                    126        (418)        (326) 
       Increase (decrease) in trade 
        and other accounts payables                  9          202         (98) 
       Increase (decrease) in employee 
        benefits, net                               47          25          (54) 
       Interest paid                               (79)        (74)         (113) 
       Income tax paid                             (658)       (77)         (214) 
                                              ----------  ----------  ------------ 
 
            Net cash provided by (used in) 
             operating activities                  1,542        512          211 
                                              ----------  ----------  ------------ 
 
 
 
 

The accompanying notes form an integral part of the financial statements.

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 
                                                    Nine months                    Year ended 
                                                   ended September                   December 
                                                         30,                           31, 
                                          --------------------------------        ------------- 
                                                 2016             2015                2015 
                                          -------------------  -----------        ------------- 
                                                           U.S. $ in thousands 
                                          ----------------------------------------------------- 
                                               Unaudited                         Audited 
                                          -------------------               ----------------- 
Cash Flows From Investing 
 Activities: 
   Sale of investments in financial 
    assets, net                                    2,142            1,639               1,639 
   Acquisition of subsidiary, 
    net of cash acquired                             -             (3,042)             (3,042) 
   Increase in restricted cash                       -              (170)                 - 
   Purchase of property, plant 
    and equipment                                  (171)            (195)               (297) 
                                          -------------------  -----------        ------------- 
 
       Net cash provided by (used 
        in) investing activities                   1,971           (1,768)             (1,700) 
                                          -------------------  -----------        ------------- 
 
 
Cash Flows From Financing 
 Activities: 
   Exercise of share options                        22                -                   - 
   Long term loan received from 
    banks                                           27              2,090               2,090 
   Dividend paid to the owners 
    of the parent                                  (568)            (351)               (351) 
   Repayment of long-term loan 
    from banks                                     (582)            (331)               (526) 
                                          -------------------  -----------        ------------- 
 
       Net cash provided by (used 
        in) financing activities                  (1,101)           1,408               1,213 
                                          -------------------  -----------        ------------- 
 
 
   Increase (decrease) in cash 
    and 
    cash equivalents during the 
    period                                         2,412             152                (276) 
   Cash and cash equivalents 
    at the beginning of the period                 2,634            2,918               2,918 
Exchange differences on balances 
 of cash and 
 cash equivalents                                   54              (16)                 (8) 
                                          -------------------  -----------        ------------- 
 
             Cash and cash equivalents 
              at the end of the period             5,100            3,054               2,634 
                                          ===================  ===========        ============= 
 
 
 

Appendix A - Non-cash transactions:

 
                                         Nine months      Year ended 
                                        ended September    December 
                                              30,             31, 
                                      ------------------  ---------- 
                                        2016      2015       2015 
                                      --------  --------  ---------- 
                                           U.S. $ in thousands 
                                      ------------------------------ 
                                          Unaudited          Audited 
                                      ------------------  ------------- 
 
       Purchase of property, plant 
        and equipment 
        against trade payables             27        17         8 
                                      ========  ========  ========== 
 
 
 

The accompanying notes form an integral part of the financial statements.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General:

Corporate information:

M.T.I Wireless Edge Ltd. (hereafter - the "Company", or collectively with its subsidiaries, the "Group") is an Israeli corporation. The Company was incorporated under the Companies Act in Israel on December 30, 1998 as a wholly-owned subsidiary of M.T.I Computers and Software Services (1982) Ltd. (hereafter - the "Parent Company") and commenced operations on July 1, 2000.

Since March 2006, the Company's shares have been traded on the AIM Stock Exchange.

The formal address of the company is 11 Hamelacha Street, Afek industrial Park, Rosh-Ha'Ayin, Israel.

The Company is engaged in the development, design, manufacture and marketing of antennas and accessories. Since September 11, 2015 via its subsidiary, Mottech Water solutions, MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola's IRRInet state of the art control, monitoring and communication technologies.

Note 2 - Significant Accounting Policies:

The interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for the preparation of financial statements for interim periods, as prescribed in International Accounting Standard No. 34 ("Interim Financial Reporting").

The interim consolidated financial information set out above does not constitute full year end accounts within the meaning of Israeli Companies Law. It has been prepared on the going concern basis in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS). Statutory financial information for the financial year ended December 31, 2015 was approved by the board on February 16, 2016. The report of the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of September 30, 2016 have not been audited.

The interim consolidated financial information should be read in conjunction with the annual financial statements as of 31 December, 2015 and for the year then ended and with the notes thereto. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2015 are applied consistently in these interim consolidated financial statements.

Note 3 - operating SEGMENTS:

The following tables present revenue and profit information regarding the Group's operating segments for the nine months ended September 30, 2016 and 2015, respectively and for the year ended December 31, 2015.

 
          Nine months ended September 30, 
                  2016 (Unaudited) 
                                                                  Water 
                                                      Antennas   Solutions     Total 
                                                      --------  ----------  --------- 
                                                            U.S. $ in thousands 
                                                      ------------------------------- 
    Revenue 
                     External                            8,324      9,258      17,582 
                                                      --------  ----------  --------- 
 
    Total                                                8,324      9,258      17,582 
                                                      ========  ==========  ========= 
 
 
    Segment income                                       (305)      1,320      1,015 
                                                      ========  ========== 
 
 
                     Finance expense, net                                      (252) 
                                                                            --------- 
 
    Profit before income tax                                                    763 
                                                                            ========= 
 
    Other 
                     Depreciation and amortization        347        38         385 
                                                      ========  ==========  ========= 
 
 
 
          Nine months ended September 30, 
                  2015 (Unaudited) 
                                                                    Water 
                                                      Antennas*   Solutions**     Total 
                                                      ---------  ------------  --------- 
                                                             U.S. $ in thousands 
                                                      ---------------------------------- 
    Revenue 
                     External                            10,297       3,108       13,405 
                                                      ---------  ------------  --------- 
 
    Total                                                10,297       3,108       13,405 
                                                      =========  ============  ========= 
 
 
    Segment income                                        648          405        1,053 
                                                      =========  ============  ========= 
 
 
                     Finance expense, net                                         (225) 
                                                                               --------- 
 
    Profit before income tax                                                       828 
                                                                               ========= 
 
    Other 
                     Depreciation and amortization        408          20          428 
                                                      =========  ============  ========= 
 
 

(*) Reclassified.

(**) Results for four month ending on September 30, 2015.

 
           Year ended December 31, 2015 
                     (audited) 
                                                                    Water 
                                                      Antennas    Solutions*    Total 
                                                      ---------  -----------  --------- 
                                                             U.S. $ in thousands 
                                                      --------------------------------- 
    Revenue 
                     External                            13,305      6,274       19,579 
                                                      ---------  -----------  --------- 
 
    Total                                                13,305      6,274       19,579 
                                                      =========  ===========  ========= 
 
 
    Segment profit                                        859         903        1,762 
                                                      =========  =========== 
 
    Unallocated corporate expenses 
 
 
                     Finance expense, net                                        (388) 
                                                                              --------- 
 
    Profit before income tax                                                     1,374 
                                                                              ========= 
 
    Other 
                     Depreciation and amortization        561          32         593 
                                                      =========  ===========  ========= 
 
 

(*) Results for seven month ending December 31, 2015.

Note 4-TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

The following transactions occurred with the Parent Company and other related parties:

 
                                                    Year ended 
                            Nine months ended        December 
                              September 30,            31, 
                          ---------------------  ---------------- 
                             2016        2015              2015 
                          -----------  --------        ------------ 
                                     U.S. $ in thousands 
                          ----------------------------------------- 
                                Unaudited                Audited 
                          ---------------------        ------------ 
       Purchased Goods         221        218                 328 
       Management Fee          320        314                 410 
       Services Fee            187        159                 212 
       Lease income           (54)        (86)               (104) 
 
 

Compensation of key management personnel of the Group:

 
                                                                     Year ended 
                                             Nine months ended        December 
                                               September 30,             31, 
                                           ---------------------  ----------------- 
                                              2016        2015               2015 
                                           -----------  --------         ------------ 
                                                      U.S. $ in thousands 
                                           ------------------------------------------ 
                                                 Unaudited                 Audited 
                                           ---------------------         ------------ 
           Short-term employee benefits 
            *)                                  584        560                738 
                                           ===========  ========         ============ 
 
 
 

*) Including Management fees for the CEO, Directors Executive Management and other related parties

All Transactions were made at market value.

Balances with related parties:

 
                                                         As at 
                                           --------------------------------- 
                                           30.9.2016   30.9.2015  31.12.2015 
                                           ----------  ---------  ---------- 
                                                  U.S. $ in thousands 
                                           --------------------------------- 
                                                 Unaudited         Audited 
                                           ---------------------  ---------- 
       Other receivables (Other accounts 
        payables)                               (113)       (17)        50 
                                           ==========  =========  ========== 
 
 

Amendment to Service Agreement with controlling shareholder:

Following the receipt of recommendations of both the remuneration committee and the board of directors of the Company, an amendment to the service agreement between the Company and the controlling shareholders (via their management company) was approved at a shareholders' meeting held on May 18, 2016. According to the amendment, the agreement is in place for 3 years starting September 1, 2016, after which it will be renewed for periods of 3 years in accordance to the relevant rules and regulations. Nevertheless the agreement can be terminated by either party by providing 90 days' notice. The agreement includes remuneration (per month) of:

1. 25,000 NIS to Mr. Zvi Borovitz (raised from 20,000 NIS prior to this approval) for his service as a chairman of the board of the Company in capacity of at least 25% and

2. 65,000 NIS to Mr. Moni Borovitz (raised from 60,000 NIS prior to this approval) for his service as CFO of the Company in capacity of at least 80%.

All amounts are prior to VAT which will be added to the invoices and are linked to the increase in the consumer price index.

In addition to the above, and in accordance with the remuneration policy adopted by the Company, as required under rule 20 to the Israeli Companies Law, a bonus scheme was granted to each of the managers. The bonus scheme states that Zvi Borovitz and Moni Borovitz will be entitled (each one of them) to a bonus amounting 2.5% of the company's net profit exceeding US$400,000 per year (raised from US$250,000 prior to this approval), prior to any bonuses grant in the Company. In case of a loss in a year the bonus for the next year will be for a net profit exceeding US$400,000 above the loss made in the previous year. In addition Mr. Moni Borovitz shall be entitled to a bonus equal to two months management fee, based on the meeting of targets specified by the remuneration committee at the beginning of each year.

A ceiling to the bonuses was set at 8 months management fees for Mr. Moni Borovitz and US$100,000 for Mr. Zvi Borovitz.

The agreement also states that the Company shall reimburse the management of the Company for any expense made in performance of the manager's duty. The Company shall also provide each of the managers with a car and phones and will be responsible for all its related expenses, including all relevant taxes.

Note 5 - SIGNIFICANT EVENTS:

a. On January 12, 2016, following the approval of its shareholders, the Company adopted a change to its article of association allowing the Company the ability to pay dividends by way of scrip, meaning the board would be able to announce a dividend which could be paid in cash or through the issue of new shares in the Company (the "Scrip Dividend Policy").Under the Scrip Dividend Policy, shareholders could, in the future, be given the option to elect to receive dividends in new shares of the Company rather than in cash. The default arrangement will be for the payment of dividends in cash, and if the shareholder prefers to receive their dividends in new shares of the Company, then they would have to make an election. There would be no ability to make mixed elections and each shareholder would be able to choose either cash or new shares but not both. The decision to offer shareholders a scrip dividend alternative for future dividend payments will be at the sole discretion of the Board.

b. During the first half of 2016 several employees exercised options over 167.5 thousand shares in exchange for an approximately of US$22,000.

c. On April 1, 2016 the company paid a dividend of 1.1 US cents per share totaling approximately $568,000.

d. On May 2, 2016 shares in Mottech Water Management (Pty) Ltd. in South Africa ("Mottech SA") were allotted to its general manager. Following this allotment the Company owns 85% of Mottech SA.

e. A new option scheme for key Employees was approved at the Company's Annual General Meeting on May 18, 2016. Under the plan, options to purchase 800,000 ordinary shares were granted (with each option being over one ordinary share). This represents approximately 1.5% of the Company's current issued and voting share capital on a fully diluted basis. The vesting period of the options shall be as follows: 2 years for 50% of the options, 3 years for additional 25% of the options and 4 years for the reminder of the options. Unexercised options expire nine years after date of the grant, after which they will be void. Options are forfeited when the employee leaves the Company. There is no cash settlement of the options.

The weighted average fair value of the options as at the grant date is 6 pence (approximately 9 US cents) per option, which was estimated using a Black and Scholes option pricing model based on the following significant data and assumptions:

Share price - 19.88 pence (representing approximately 29 US cents)

Exercise price - 27 pence (representing approximately 39 US cents)

Expected volatility - 45.34%

Risk-free interest rate - 0.85%

And expected average life of options 4.375 years

The volatility measured at the standard deviation of expected share price returns is based on the historical volatility of the Company's share price. The options were granted as part of a plan that was adopted in accordance with the provision of section 102 of the Israeli Income Tax Ordinance.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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November 14, 2016 02:00 ET (07:00 GMT)

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