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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Elron Ventures Ltd (CE) | USOTC:ELRNF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.28 | 0.00 | 01:00:00 |
ELRON ELECTRONIC INDUSTRIES LTD.
(Registrant)
|
|||
|
By:
|
/s/ Yaron Elad | |
Yaron Elad
|
|||
VP & CFO
|
|||
Elron Electronic Industries Ltd.
English Translation of Financial Data from the
Consolidated Financial Statements
Attributable to the Company's shareholders
As of
December 31, 2015
US dollars in thousands
|
Page
|
|
2-3 | |
4-5 | |
6 | |
7 | |
Data from the consolidated financial statements on the Cash Flows Attributable to the Company | 8-9 |
10-12
|
Re:
|
Special auditors' report of the separate financial information
|
|
in accordance with Regulation 9c to the Israeli Securities Regulations
|
|
(Periodic and Immediate Reports), 1970
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
March 10 , 2016
|
A Member of Ernst & Young Global
|
■
|
Financial position data attributable to the Company include balances in respect of the Company's subsidiaries which were eliminated in the Consolidated Financial Statements.
|
■
|
Income and loss data attributable to the Company include income and expenses of the Company resulting from transactions with its subsidiaries, which were eliminated in the Consolidated Financial Statements.
|
■
|
Cash flow data attributable to the Company include cash flows between the Company and its subsidiaries which were eliminated in the Consolidated Financial Statements.
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
$ thousands
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents (Note 2)
|
13,895 | 33,330 | ||||||
Bank deposits (Note 6)
|
39,145 | 60,360 | ||||||
Other investments in securities (Note 6)
|
23,115 | - | ||||||
Other accounts receivable
|
406 | 261 | ||||||
76,561 | 93,951 | |||||||
Non-current assets
|
||||||||
Investments in subsidiaries and associates, net
|
136,783 | 111,272 | ||||||
Investments in other companies measured at fair value (Note 5)
|
19,107 | 27,271 | ||||||
Long-term receivables (Note 6)
|
2,303 | - | ||||||
Property, plant and equipment, net
|
10 | 26 | ||||||
158,203 | 138,569 | |||||||
Total assets
|
234,764 | 232,520 |
December 31,
|
||||||||
2015
|
2014
|
|||||||
$ thousands
|
||||||||
Current liabilities
|
||||||||
Trade payables
|
87 | 53 | ||||||
Other accounts payable
|
2,910 | 2,776 | ||||||
2,997 | 2,829 | |||||||
Long-term liabilities
|
||||||||
Other long term liabilities (Note 3)
|
73,560 | 73,812 | ||||||
73,560 | 73,812 | |||||||
Equity attributable to the Company's shareholders
|
||||||||
Issued capital
|
9,573 | 9,573 | ||||||
Share premium
|
190,753 | 190,753 | ||||||
Capital reserves
|
3,085 | 2,066 | ||||||
Accumulated deficit
|
(45,204 | ) | (46,513 | ) | ||||
Total equity
|
158,207 | 155,879 | ||||||
234,764 | 232,520 |
Saul Zang*
|
Ari Bronshtein
|
Yaron Elad
|
||
Vice Chairman
of the Board of Directors
|
Chief Executive Officer
|
Vice President &
Chief Financial Officer
|
*)
|
Authorized by the board of directors to sign these financial statements in lieu of the chairman of the board, see Note 1 to the Consolidated Financial Statements.
|
Year ended
December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
$ thousands
|
||||||||||||
Income
|
||||||||||||
Financial income (Note 3)
|
899 | 8,875 | 261 | |||||||||
Expenses
|
||||||||||||
General and administrative expenses
|
4,608 | 5,086 | 5,449 | |||||||||
Financial expenses (Note 3)
|
101 | 54 | 5,767 | |||||||||
Other expenses (income), net
|
43 | 5 | (3,484 | ) | ||||||||
4,752 | 5,145 | 7,732 | ||||||||||
(3,853 | ) | 3,730 | (7,471 | ) | ||||||||
Gain from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net (Note 5)
|
14,674 | 114,764 | 4,443 | |||||||||
Company’s share of loss of subsidiaries and associates
|
(8,370 | ) | (3,228 | ) | (8,031 | ) | ||||||
Income (loss) before taxes on income
|
2,451 | 115,266 | (11,059 | ) | ||||||||
Tax benefit (taxes on income)
|
- | (29,772 | ) | 28,994 | ||||||||
Net income attributable to the Company's shareholders
|
2,451 | 85,494 | 17,935 |
Year ended
December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
$ thousands
|
||||||||||||
Net income attributable to the Company's shareholders
|
2,451 | 85,494 | 17,935 | |||||||||
Other comprehensive loss
|
||||||||||||
Amounts that would never be reclassified to profit or loss:
|
||||||||||||
Loss from financial assets measured at fair value through other comprehensive income, net
|
(30 | ) | (421 | ) | (2,111 | ) | ||||||
Total loss that would never be reclassified to profit or loss
|
(30 | ) | (421 | ) | (2,111 | ) | ||||||
Amounts that are classified or may be reclassified to profit or loss under certain conditions:
|
||||||||||||
Foreign currency translation differences for foreign operation
|
(93 | ) | - | - | ||||||||
Total loss that would be reclassified to profit or loss under certain conditions
|
(93 | ) | - | - | ||||||||
Total other comprehensive loss attributable to the Company
|
(123 | ) | (421 | ) | (2,111 | ) | ||||||
Other comprehensive loss attributable to the Company's subsidiaries and associates
|
- | - | (14 | ) | ||||||||
Total comprehensive income attributable to the Company's shareholders
|
2,328 | 85,073 | 15,810 |
Year ended
December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
$ thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income attributable to the Company
|
2,451 | 85,494 | 17,935 | |||||||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||||||
Adjustment to the profit or loss items:
|
||||||||||||
Company’s share of loss of subsidiaries and associates
|
8,370 | 3,228 | 8,031 | |||||||||
Depreciation
|
16 | 13 | 14 | |||||||||
Financial expense (income), net
|
(1,240 | ) | (365 | ) | 45 | |||||||
Stock based compensation
|
- | (239 | ) | (46 | ) | |||||||
Gain from cancellation of impairment in financial assets
|
- | - | (3,522 | ) | ||||||||
Taxes on income (tax benefit)
|
- | 29,772 | (28,994 | ) | ||||||||
Gain from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net
|
(14,674 | ) | (114,764 | ) | (4,443 | ) | ||||||
Other
|
(39 | ) | 400 | (553 | ) | |||||||
(7,567 | ) | (81,955 | ) | (29,468 | ) | |||||||
Changes in assets and liabilities of the Company:
|
||||||||||||
Decrease (increase) in other accounts receivable
|
(145 | ) | (41 | ) | 566 | |||||||
Increase in long term receivables
|
- | - | (54 | ) | ||||||||
Increase (decrease) in trade payables
|
34 | (26 | ) | (16 | ) | |||||||
Increase (decrease) in other accounts payable
|
134 | (404 | ) | 1,210 | ||||||||
Increase (decrease) in other long term liabilities
|
(252 | ) | (8,889 | ) | 5,805 | |||||||
(229 | ) | (9,360 | ) | 7,511 | ||||||||
Cash paid and received during the year for:
|
||||||||||||
Interest paid
|
- | (12 | ) | (162 | ) | |||||||
Interest received
|
899 | 377 | 117 | |||||||||
899 | 365 | (45 | ) | |||||||||
Net cash used in operating activities
|
(4,446 | ) | (5,456 | ) | (4,067 | ) |
Year ended
December 31,
|
||||||||||||
2015
|
2014
|
2013
|
||||||||||
$ thousands
|
||||||||||||
Cash flows from investment activities
|
||||||||||||
Purchase of property and equipment
|
- | (1 | ) | (7 | ) | |||||||
Investment in associates and subsidiaries
|
(24,443 | ) | (11,081 | ) | (10,139 | ) | ||||||
Proceeds from sale of investments in associates and subsidiaries
|
10,799 | 204,016 | 6,945 | |||||||||
Proceeds from sale of financial assets measured at fair value
|
188 | 203 | 115 | |||||||||
Other investments in securities
|
(23,307 | ) | - | - | ||||||||
Receipt (deposit) of deposits in banks, net
|
21,748 | (60,037 | ) | - | ||||||||
Dividend from investee company
|
26 | - | - | |||||||||
Proceeds from repayment of debentures
|
- | - | 1,698 | |||||||||
Net cash provided by (used in) investment activities
|
(14,989 | ) | 133,100 | (1,388 | ) | |||||||
Cash flows from financing activities
|
||||||||||||
Dividend paid to the Company's shareholders
|
- | (110,000 | ) | - | ||||||||
Repayment of loans from banks
|
- | (4,000 | ) | - | ||||||||
Proceeds from exercise of options
|
- | - | 44 | |||||||||
Net cash provided by (used in) financing activities
|
- | (114,000 | ) | 44 | ||||||||
Increase (Decrease) in cash and cash equivalents
|
(19,435 | ) | 13,644 | (5,411 | ) | |||||||
Cash and cash equivalents as of beginning of the year
|
33,330 | 19,686 | 25,097 | |||||||||
Cash and cash equivalents as of end of the year
|
13,895 | 33,330 | 19,686 |
2.
|
Cash and Cash equivalents attributed to the Company (excluding amounts attributed to subsidiaries and associates)
|
December 31
|
||||||||
2015
|
2014
|
|||||||
In U.S. dollar
|
13,810 | 32,945 | ||||||
In NIS (unlinked)
|
85 | 385 | ||||||
13,895 | 33,330 |
3.
|
Other long term liabilities
|
4.
|
Dividend
On March 10, 2016, subsequent to the reporting date, the board of directors resolved to make an application to the Court for a dividend distribution of $15,000 (constituting an amount of $0.504307 per share) not out of the Company's profits. Such dividend distribution is subject to the Court approval pursuant to Section 303 of the Israeli Companies Law, 1999 (the "Companies Law") and the record date will be determined accordingly. We intend to file an application to the Honorable Court, accordingly. This decision of the board of directors was taken after the directors determined that considering the Company's assets and liabilities, the solvency criterion pursuant to the Companies Law has been met, namely that there is no reasonable concern that such dividend distribution would prevent the Company from meeting its existing and expected obligations, as and when they fall due, and that such dividend distribution is for the benefit of the Company and its shareholders.
It should be clarified that the abovementioned decision of the board of directors does not constitute a decision to distribute a dividend, and that a dividend distribution in any amount, shall be subject, in addition to the Court approval as stated herein (which is not assured), to a further separate approval of the board of directors in relation to the dividend distribution itself, subject to the Board's full discretion. Accordingly, it should be clarified that as of the date of the publication of these reports, there is no certainty as to the distribution of a dividend or the timing or amount thereof.
On August 24, 2014 the Company declared a dividend in the amount of $110,000 (approximately $3.698 per share). In September 2014, the dividend was paid to the Company's shareholders.
|
5.
|
Gain from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net
|
6.
|
Financial assets attributable to the company Pursuant to IFRS 9:
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Financial assets measured at amortized cost:
|
||||||||
Other accounts receivable
|
406 | 261 | ||||||
Bank deposits (A)
|
39,145 | 60,360 | ||||||
Escrow deposits
|
1,280 | - | ||||||
Financial assets measured at fair value through profit or loss:
|
||||||||
Investments in other companies measured at fair value through profit or loss
|
19,107 | 27,271 | ||||||
Debentures (B)
|
23,115 | - | ||||||
Contingent consideration (C)
|
1,023 | - |
|
(A)
|
Deposits denominated in USD, bearing a fixed interest rate, which is determined based on the deposit period. The interest rate on deposits as of December 31, 2015, is between 1.1% and 1.4%.
|
|
(B)
|
Investment in debentures denominated in USD, carrying a Libor- linked interest.
|
|
(C)
|
Includes the contingent consideration due to the sale of Jordan Valley Semiconductors Ltd , see Note 7 to the Consolidated Financial Statement.
|
7.
|
Taxes on income
|
|
A.
|
Tax laws applicable to the Company
|
|
B.
|
Tax assessments attributed to the Company
|
|
C.
|
Carryforward tax losses and other temporary differences attributed to the Company
|
8.
|
Balances and transaction with subsidiaries and associates
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Other accounts receivable
|
67 | 30 | ||||||
Other accounts payable
|
21 | 26 | ||||||
Capital note (see Note 3 above)
|
73,560 | 73,812 |
|
B.
|
Loans
|
Report as of December 31, 2015
|
|||||||
Following are the liabilities of the Company by repayment date:
|
|||||||
The following data are presented in NIS and were translated from USD to NIS using the exchange rate as of December 31, 2015 (1 USD = 3.902 NIS)
|
|||||||
A. Debentures issued to the public by the reporting Entity and held by the public, excluding debentures held by the Company's parent ,controlling shareholder, companies controlled by one of the parties mentioned above or by companies controlled by the company - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
B. Private debentures and non-bank credit, excluding debentures or credit granted by the Comapny's parent, controlling shareholder, companies controlled by one of the parties mentioned above or by companies controlled by the company - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
C. Bank credit from Israeli banks - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
D. Bank credit from non-Israeli banks - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
E. Summary of tables A-D, totals of: bank credit, non-bank credit and debentures - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
F. Off-balance credit exposure - based on separate financial data of the Entity ("Solo" reports) (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
G. Off-balance credit exposure of all consolidated companies, excluding companies that are considered as reporting companies, and excluding the reporting Company's data described above in Table F (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
H. Totals of: bank credit, non-bank credit, and debentures of all consolidated companies, excluding companies that are considered as reporting companies and excluding the data of the reporting Entity described above in Tables A-D (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
I. Total credit granted to the reporting Entity by the parent company or controlling shareholder, and total amounts of debentures issued by the reporting Entity that are held by the parent company or controlling shareholder (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
J. Credit granted to the reporting Entity by companies controlled by the parent company or by the controlling shareholder, and are not controlled by the reporting Entity, and debentures issued by the reporting Entity held by companies controlled by the parent company or by controlling shareholder and are not controlled by the reporting Entity (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
K. Credit granted to the reporting Entity by consolidated companies and debentures issued by the reporting Entity held by consolidated companies (NIS in thousands)
|
Principle repayment
|
Gross interest payments
(excluding deduction of tax)
|
Toatal by years
|
|||||
NIS
(CPI linked)
|
NIS
(Not linked)
|
Euro
|
USD
|
Other
|
|||
First year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Second year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Third year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fourth Year
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fifth year and thereafter
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Total
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
L. (1) Cash and cash equivalents, marketable securities and short-term deposits based on the Company's separate financial data (NIS in thousands)
|
297,157
|
|||
(2) Cash and cash equivalents, marketable securities and short-term deposits based on the Company's consolidated Statements (NIS in thousands)
|
586,019 |
1 Year Elron Ventures (CE) Chart |
1 Month Elron Ventures (CE) Chart |
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