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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
|
|||
"Board of Directors Report"
|
English Translation of Elron's Board of Directors Report for the First Quarter of 2016, included in Part II of this report.
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"Financial Statements"
|
English Translation of Elron's Interim Consolidated Financial Statements for the Three Months Ended March 31, 2016, included in Part III of this report.
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"20-F Annual Report"
|
Elron's Annual Report for the year ended December 31, 2015, filed with the SEC on Form 20-F.
|
1.
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Item 3D – Risk Factors: Risks Affecting Us and the Companies in Our Group
|
1.1.
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The Concentration Law may adversely affect our business
|
2.
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Item 4A – Information on the Company: History and Development of the Company
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2.1.
|
Investments
|
2.2.
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New Investments in Cyber Companies
|
2.3.
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Elron Distributions
|
2.4.
|
See Section 1.2 of the Board of Directors Report for details regarding developments in Elron during the period of this report and subsequently.
|
3.
|
Item 4B – Business Overview: Our Main Group Companies
|
3.1.
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BrainsGate
|
3.2.
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Pocared
|
4.
|
Item 8 – Legal Proceedings
|
4.1.
|
For developments that took place in the Elscint claim, see Note 4 to the Financial Statements.
|
Ari Bronshtein
CEO
|
Yaron Elad
CFO
|
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·
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Identifying and exploiting investment opportunities in companies with innovative technology and significant exit potential, mainly in the field of medical devices.
|
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·
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Investing over the long term in order to maximize the possibility of enhancing the Group Companies' value.
|
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·
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Focusing on investments which afford Elron influence and active involvement in their management.
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·
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Actively enhancing the Group Companies' value by providing hands-on assistance to their management.
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·
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Exploiting opportunities to exit Group Companies.
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·
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RDC (50.1%)
- See description in section 1.1.4 above.
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·
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Pocared Diagnostics Ltd. (58%) ("Pocared")
- Pocared is developing a real-time and automated system for infectious diseases diagnosis using optical technology, intended for use by major microbiological laboratories and hospitals, as an alternative to current microbiological practice of bacteria culturing. The system is designed to reduce the average diagnostic time and significantly increase output in comparison with current diagnostic practice.
The system's first application is diagnosis of Urinary Tract Infection
.
|
|
·
|
BrainsGate Ltd. (30%) ("BrainsGate")
- BrainsGate is developing a system for treating ischemic stroke. The system operates by electrically stimulating a nerve center located behind the nasal cavity using a miniature implantable electrode, in order to increase blood flow to the brain. The system is intended to significantly lengthen the approved stroke treatment window to 24 hours post-symptom onset, and to provide a more effective treatment than is currently available.
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|
·
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Notal Vision Inc. (21%) ("Notal Vision")
- Notal Vision develops, manufactures and provides a system and services for remote monitoring of age-related macular degeneration, or AMD, patients at risk of vision loss, in order to enable early detection of visual changes before the disease progresses to the point of significant vision loss or blindness.
|
|
·
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CartiHeal (2009) Ltd. (35%) ("CartiHeal")
- Cartiheal is developing an implant for repairing cartilage and osteochondral defects in loadbearing joints, such as the knee. The implant has a unique structure, composed of calcium carbonate with hyaluronic acid. The implant biodegrades in the implantation site, and promotes the repair of cartilage and subchondral bone.
|
|
·
|
Coramaze Technologies GmbH (17%) ("Coramaze")
- Coramaze is a German company developing a device for functional mitral valve regurgitation – backflow in the left side of the heart, caused by an enlarged left ventricle that prevents the valve from closing properly.
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|
·
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SixGill Ltd. (22%) ("SixGill")
- SixGill
develops and provides an automated system that crawls the Dark Web and extracts information to provide its customers with relevant intelligence and alerts regarding possible or ongoing cyber-attacks against the enterprise
.
|
|
·
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SecuredTouch Inc. (29% by RDC) ("SecuredTouch") -
SecuredTouch develops and provides
a real time identity verification platform for mobile apps and mobile websites, that profiles users based on their physical behavior with touchscreen devices, allowing for seamless and persistent identity verification.
|
|
·
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RDSeed Ltd. (100% by RDC) ("RDSeed")
- RDSeed invests in early stage companies in cyber, information technology and enterprise software. RDSeed's holdings as of the date of filing this report include:
|
|
o
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Cloudyn Software Ltd. (42%) ("Cloudyn"), which provides solutions for the optimization of cloud computing costs and resources;
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|
o
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Open Legacy Technologies Ltd. (37%) ("Open Legacy"), which provides an open source solution for modernizing Legacy applications (AS400, Mainframe and Unix);
|
|
o
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IronScales Ltd. ("IronScales") (16%), which is developing and providing a SaaS solution whose goal it is to interactively teach employees how to detect and resist spear phishing attempts.
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|
·
|
PlyMedia Israel (2006) Ltd. (25%) ("PlyMedia")
-
PlyMedia has developed and markets a digital advertising platform for ad networks.
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|
·
|
its share in the net losses of Group Companies;
|
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·
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gains or losses from exit transactions or changes in holdings, and revaluation of investments recorded based on fair value;
|
|
·
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its corporate activities.
|
|
·
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the extent of its investments;
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|
·
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proceeds from exit transactions;
|
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·
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available credit lines or loans;
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·
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dividends distributed to shareholders or received from Group Companies.
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|
·
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In the first three months of 2016, Elron (directly and indirectly) invested approximately $6.4 million in the Group Companies. For further details see section 1.4 below and Note 3 to the Financial Statements.
|
|
·
|
Increase of Holdings in Pocared
- In January 2016, Elron and other shareholders invested in Pocared an amount of $5 million (Elron's share was approximately $4.5 million). Following the completion of this investment, Elron's holding in Pocared's outstanding shares increased from approximately 55% to approximately 58%. In addition, in May 2016, subsequent to the reporting date, some of Pocared's shareholders, including Elron, granted Pocared a loan in the amount of $2 million. (Elron's share in this loan was approximately $1.95 million) (for further details see Note 3.A to the Financial Statements).
|
|
·
|
New Investment in SixGill
-
In April 2016, subsequent to the reporting date, Elron completed its first investment in SixGill
in the amount of $2.5 million as part of a $3 million financing round together with another Sixgill shareholder. Sixgill is developing a platform that automatically detects cyber threats on the Dark Web in order to prevent cyber-attacks. Following this investment, Elron holds approximately 22% of SixGill's outstanding shares. (for further details see Note 3.C to the Financial Statements).
|
|
·
|
New Investment in SecuredTouch
- In May 2016, subsequent to the reporting date, RDC completed its first investment in SecuredTouch, in the amount of $2.2 million as part of a $2.5 million financing round together with other SecuredTouch shareholders. SecuredTouch is developing a real time identity verification platform for mobile apps based on the user's behavior. Following this investment, RDC holds approximately 29% of SecuredTouch's outstanding shares (for further details see Note 3.D to the Financial Statements).
|
|
·
|
BrainsGate's FDA Trial
- Further to Item 4B of Elron's 2015 Annual Report and as conveyed to Elron by BrainsGate, in May 2016, subsequent to the reporting date, the Data Safety and Monitoring Board ("DSMB") of BrainsGate's study conducted an interim analysis of the results of 600 patients, after their follow-up period ended in April 2016. The purpose of the interim analysis was to support the continuation of the study according to the current format or to cease the study. Based on the interim analysis, the DSMB unanimously recommended to continue with the study in its current format. BrainsGate is continuing to recruit patients for the study and as of the date of publication of this report, has recruited approximately 630 patients.
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|
·
|
Pocared's FDA Trial
- Further to Item 4B of Elron's 2015 Annual Report, as conveyed to Elron by Pocared in March 2016 regarding its FDA trial, the examination of the trial results conducted by Pocared revealed that there was a malfunction in some of the calibration components of its systems, which led to incorrect results. The source of the malfunction was identified and its substance was examined, inter alia, by running raw data collected in the trial on a system with properly calibrated components, and the results thereof met Pocared's expectations. Pocared has taken steps to prevent the recurrence of the malfunction and is preparing to conduct a new trial, the aim of which is to demonstrate the efficiency and performance of the system for the purposes of submission to the FDA, similar to the aims of the current trial which was stopped. Pocared is expected to conduct the new trial during 2017.
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|
·
|
Dividend
- On March 10, 2016, the Company's board of directors resolved to make an application to the Court for a dividend distribution of $15 million (constituting an amount of $0.504307 per share) not out of the Company's profits. In April 2016, subsequent to the reporting date, the Company filed application to the Court accordingly.
In May 2016, subsequent to the reporting date, the response of the Official Receiver to the application for the said distribution was received according to which the Company satisfies the solvency test as required under Section 303(A) of the Israeli Companies Law, 1999 (the "Companies Law"), and the Official Receiver does not object to approval of the application for the said distribution. The dividend's distribution is subject to the Court's approval pursuant to Section 303 of the Companies Law, and the record date will be determined accordingly. The abovementioned 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 filing of this report, there is no certainty as to the distribution of a dividend or the timing or amount thereof.
|
|
·
|
As of the date of filing this report, Elron's and RDC's non-consolidated liquid resources amounted to approximately $63.9 million and $67.5 million, respectively
.
These amounts include Elron's and RDC's short term bank deposits in the amounts of $29.3 million and $43.7 million, respectively and other short term investments in securities by Elron in the amount of approximately $25 million. As of the date of filing this report
,
Elron and RDC have no debt.
|
For the three months
ended March 31,
31,
|
For the year ended December 2015 | |||||||||||
2016
|
2015 | |||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands | ||||||||||||
Net income (loss) attributable to Elron's shareholders
|
(4,911 | ) | 4,915 | 2,451 | ||||||||
Net income (loss) per share attributable to Elron's shareholders (in $)
|
(0.17 | ) | 0.17 | 0.08 |
For the three months
ended March 31,
|
For the year ended December 31, 2015 | |||||||||||
2016
|
2015
|
|||||||||||
$ thousands
|
||||||||||||
Losses in respect of Group Companies:
|
||||||||||||
Elron's share in net losses of Group Companies
|
(4,596 | ) | (4,019 | ) | (18,421 | ) | ||||||
Excess cost amortization
|
(43 | ) | (5 | ) | (18 | ) | ||||||
Total
|
(4,639 | ) | (4,024 | ) | (18,439 | ) | ||||||
Gain from exit transactions, changes in holdings, and revaluation of investments
|
301 | 10,134 | 27,660 | |||||||||
Corporate operating expenses
|
(856 | ) | (868 | ) | (4,608 | ) | ||||||
Taxes on income
|
(61 | ) | - | (1,653 | ) | |||||||
Other | 344 | (327 | ) | (509 | ) | |||||||
Net income (loss) attributable to shareholders
|
(4,911 | ) | 4,915 | 2,451 |
I)
|
Losses in respect of Group Companies
|
II)
|
Gain from exit transactions, changes in holdings, and revaluation of investments
|
III)
|
Corporate operating expenses
|
IV)
Taxes on Income
|
For the three months
ended March 31,
|
For the year ended December 31,
|
||||||||||||
2016
|
2015
|
2015
|
|||||||||||
Unaudited
|
Audited
|
||||||||||||
$ thousands
|
Explanation
|
General and administrative expenses
|
1,373 | 1,449 | 7,556 | ||||||||||
Equity in losses of associates, net
|
3,006 | 3,405 | 8,566 |
Elron's share in the net losses of its associates results from its holdings in certain investments that are accounted for under the equity method.
As most of the Group Companies are companies whose operations have not yet generated significant revenues, if at all, and invest considerable resources in research and development and in marketing activities, Elron expects to continue to record losses in respect of these companies' ongoing operations in accordance with the accounting method applied to them in Elron's financial statements. In addition, see the analysis of the results of operations of main associate below.
The decrease in the first quarter of 2016 as compared with the first quarter of 2015 was mainly due to
the initial consolidation of Poadared's results beginning in February 2015, instead of recording its results according to the equity method.
|
|||||||||
Financial expenses
|
340 | 608 | 650 |
Financial expenses in the first quarter of 2016 resulted mainly from a decrease in the value of marketable investments measured at fair value.
Financial expenses in the first quarter of 2015 resulted mainly from USD-NIS exchange rate fluctuations, primarily in NIS bank deposits held by RDC.
|
|||||||||
Other expenses, net
|
17 | - | 22 | ||||||||||
Total expenses
|
7,058 | 7,477 | 32,198 | ||||||||||
Income (loss) before taxes on income
|
(5,062 | ) | 3,239 | 10,393 |
Taxes on income
|
(142 | ) | (7 | ) | (3,348 | ) |
Taxes on income in the first quarter of 2016 and for the year ended December 31, 2015 resulted mainly from tax expenses recorded by RDC due to the sale of Kyma.
|
||||||
Net income (loss)
|
(5,204 | ) | 3,232 | 7,045 | |||||||||
Net income (loss) attributable to the Company's shareholders
|
(4,911 | ) | 4,915 | 2,451 | |||||||||
Net income (loss) attributable to non-controlling interest
|
(293 | ) | (1,683 | ) | 4,594 |
The net income or loss attributable to non-controlling interests results mainly from the share of the non-controlling interest in the gain or loss recorded by RDC.
In the first quarter of 2016 and 2015, the loss attributable to non-controlling interest resulted mainly from the share of the non-controlling interest in the current loss recorded by RDC in respect of the losses of its subsidiaries. In the first quarter of 2016, most of the loss was offset by financial income and the change in value of the contingent consideration in respect of the sale of Kyma, recorded by RDC.
|
|||||||
Basic and diluted net income (loss) per share attributable to the Company's shareholders (in $)
|
(0.17 | ) | 0.17 | 0.08 |
For the three months ended March 31,
|
|||||||||
2016
|
2015
|
||||||||
$ thousands
|
Explanation
|
||||||||
Corporate
|
857 | 868 | |||||||
RDC
|
254 | 539 |
The decrease was mainly due to a decrease in expenses related to incubating projects.
|
||||||
RDSeed
|
65 | 825 |
The change was mainly since RDSeed lost control over Cloudyn in December 2015, and, therefore, ceased consolidating Cloudyn's results in its financial reports.
|
||||||
Pocared
|
2,519 | 1,182 |
The increase mainly resulted from the fact that Pocared's results were consolidated in Elron's reports commencing from February 2015, the date of its initial consolidation, and not for the entire quarter (Pocared's operating expenses for the first quarter of 2015 in full were $2,300 thousand).
|
||||||
Total
|
3,695 | 3,414 |
For the three months ended March 31,
|
|||||||||
2016
|
2015
|
||||||||
Unaudited
|
|||||||||
$ thousands
|
Explanation
|
||||||||
Loss
|
1,392 | 2,502 |
BrainsGate is in the development stage and has not yet commenced sales. BrainsGate's losses mainly result from research and development expenses. The decrease in loss in the first quarter of 2016 compared with the first quarter of 2015 was mainly due to share based payments expenses recorded in the first quarter of 2015, due to recapitalization of BrainsGate's equity, as part of the investment agreement from January 2015.
|
March 31, 2016
|
December 31, 2015
|
|||||||
Unaudited
|
Audited
|
|||||||
$ thousands
|
||||||||
Total assets in the consolidated statement of financial position
|
209,157 | 214,869 | ||||||
Investments in associates and other companies
|
33,900 | 34,924 | ||||||
Current assets
|
145,824 | 151,084 | ||||||
Long-term receivables
|
10,949 | 10,395 | ||||||
Intangible assets, net
|
17,438 | 17,438 | ||||||
Current liabilities
|
5,598 | 6,363 | ||||||
Long-term liabilities
|
2,180 | 2,104 | ||||||
Equity including non-controlling interest
|
201,379 | 206,402 |
For the three months ended March 31, 2016
|
For the three months ended March 31, 2015
|
|||||||
Unaudited
|
||||||||
$ thousands
|
||||||||
Investments in Elron's and RDC's group companies (1)
|
(6,397 | ) | (10,716 | ) | ||||
Proceeds from disposal of Elron's and RDC's non-current investments
|
- | 109 |
Elron
|
RDC
|
|||||||||||||||
For the three months ended March 31,
|
||||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Unaudited
|
||||||||||||||||
$ thousands
|
||||||||||||||||
Consolidated Companies:
|
||||||||||||||||
Pocared (1)
|
4,477 | 4,452 | - | - | ||||||||||||
4,477 | 4,452 | - | - | |||||||||||||
Associates and Other Investments (2)
|
||||||||||||||||
BrainsGate
|
- | 3,284 | - | - | ||||||||||||
Notal
|
1,020 | - | - | - | ||||||||||||
Cartiheal
|
- | 1,282 | - | - | ||||||||||||
Open Legacy
|
- | - | 700 | - | ||||||||||||
Kyma (3)
|
- | - | - | 1,625 | ||||||||||||
Other
|
200 | - | - | 73 | ||||||||||||
1,220 | 4,566 | 700 | 1,698 | |||||||||||||
Total investments
|
5,697 | 9,018 | 700 | 1,698 |
Cash flows used in operating activities
|
Liquid resources balance
|
|||||||||||||||
For the three months ended March 31, 2016
|
For the Three months ended March 31, 2015
|
As of March 31,
2016
|
As of December 31,
2015
|
|||||||||||||
Unaudited
|
Audited
|
|||||||||||||||
$ thousands
|
||||||||||||||||
BrainsGate
(1)
|
(1,426 | ) | (1,606 | ) | 6,875 | 8,264 | ||||||||||
Pocared
|
(2,440 | ) | (1,916 | ) | 4,434 | 1,955 |
NIS
(CPI
linked)
|
USD
(or USD
linked)
|
NIS
(unlinked)
|
Non-
monetary item (2)
|
Total
|
||||||||||||||||
Assets
(1)
|
||||||||||||||||||||
Cash and cash equivalents
|
- | 30,827 | 10,560 | - | 41,387 | |||||||||||||||
Other investments in securities, net
|
- | 24,915 | - | - | 24,915 | |||||||||||||||
Other accounts receivable
|
8 | 18 | 817 | 302 | 1,145 | |||||||||||||||
Bank deposits
|
- | 57,950 | 20,427 | - | 78,377 | |||||||||||||||
Investments in associates
|
- | - | - | 13,485 | 13,485 | |||||||||||||||
Investments in other companies measured at fair value
|
- | - | - | 20,415 | 20,415 | |||||||||||||||
Property, plant and equipment, net
|
- | - | - | 1,046 | 1,046 | |||||||||||||||
Intangible assets, net
|
- | - | - | 17,438 | 17,438 | |||||||||||||||
Long-term receivables
|
- | 10,797 | 152 | - | 10,949 | |||||||||||||||
Total assets
|
8 | 124,507 | 31,956 | 52,686 | 209,157 | |||||||||||||||
Liabilities (1)
|
||||||||||||||||||||
Trade payables
|
- | 94 | 145 | - | 239 | |||||||||||||||
Other account payables
|
- | 2,049 | 2,697 | 613 | 5,359 | |||||||||||||||
Long-term taxes
|
- | - | - | 2,180 | 2,180 | |||||||||||||||
Total liabilities
|
- | 2,143 | 2,842 | 2,793 | 7,778 |
NIS
(CPI
linked)
|
USD
(or USD
linked)
|
NIS
(unlinked)
|
Non-
monetary item (2)
|
Total
|
||||||||||||||||
Assets
(1)
|
||||||||||||||||||||
Cash and cash equivalents
|
- | 41,867 | 10,084 | - | 51,951 | |||||||||||||||
Other investments in securities, net
|
- | 23,115 | - | 4,930 | 28,045 | |||||||||||||||
Other accounts receivable
|
2 | 47 | 677 | 174 | 900 | |||||||||||||||
Bank deposits
|
- | 55,192 | 14,996 | - | 70,188 | |||||||||||||||
Investments in associates
|
- | - | - | 15,529 | 15,529 | |||||||||||||||
Investments in other companies measured at fair value
|
- | - | - | 19,395 | 19,395 | |||||||||||||||
Property, plant and equipment, net
|
- | - | - | 1,028 | 1,028 | |||||||||||||||
Intangible assets, net
|
- | - | - | 17,438 | 17,438 | |||||||||||||||
Long-term receivables
|
- | 10,242 | 153 | - | 10,395 | |||||||||||||||
Total assets
|
2 | 130,463 | 25,910 | 58,494 | 214,869 | |||||||||||||||
Liabilities (1)
|
||||||||||||||||||||
Trade payables
|
- | 133 | 312 | - | 445 | |||||||||||||||
Other account payables
|
- | 1,741 | 3,779 | 398 | 5,918 | |||||||||||||||
Long-term taxes
|
- | - | - | 2,104 | 2,104 | |||||||||||||||
Total liabilities
|
- | 1,874 | 4,091 | 2,502 | 8,467 |
NIS
(CPI
linked)
|
USD
(or USD
linked)
|
NIS
(unlinked)
|
Non-
monetary item (2)
|
Total
|
||||||||||||||||
Assets
(1)
|
||||||||||||||||||||
Cash and cash equivalents
|
- | 32,128 | 19,472 | - | 51,600 | |||||||||||||||
Bank deposits
|
- | 90,102 | 4,961 | - | 95,063 | |||||||||||||||
Other investments in securities, net
|
- | - | - | 5,132 | 5,132 | |||||||||||||||
Other accounts receivable
|
63 | 145 | 625 | 248 | 1,081 | |||||||||||||||
Investments in associates
|
- | - | - | 8,415 | 8,415 | |||||||||||||||
Investments in other companies measured at fair value
|
- | - | - | 27,427 | 27,427 | |||||||||||||||
Property, plant and equipment, net
|
- | - | - | 884 | 884 | |||||||||||||||
Intangible assets, net
|
- | - | - | 17,761 | 17,761 | |||||||||||||||
Total assets
|
63 | 122,375 | 25,058 | 59,867 | 207,363 | |||||||||||||||
Liabilities (1)
|
||||||||||||||||||||
Trade payables
|
- | 63 | 322 | - | 385 | |||||||||||||||
Other account payables
|
- | 1,217 | 4,271 | 86 | 5,574 | |||||||||||||||
Total liabilities
|
- | 1,280 | 4,593 | 86 | 5,959 |
|
1.
|
The exchange rates used in the sensitivity tests are the closing rates on the day of calculation.
|
|
2.
|
For details regarding the influence of exchange rate changes on financial assets and liabilities, see the reports on linkage bases above.
|
|
3.
|
Sensitivity tests for the influence of NIS interest rate changes were not presented due to their negligible influence on their fair value.
|
Gain (loss) from changes in dollar interest rates
|
||||||||||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||||||||||
Fair value
|
2% absolute value
|
10%
|
5%
|
0% interest
|
10%
|
5%
|
||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||
Short term bank deposits
|
58,011 | (546 | ) | (29 | ) | (15 | ) | 294 | 29 | 15 |
Gain (loss) from changes in the
price of shares
|
||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||
Fair value
|
10%
|
5%
|
10%
|
5%
|
||||||||||||||||
Section
|
$ thousands
|
|||||||||||||||||||
Investments in other companies measured at fair value
|
20,415 | 2,042 | 1,021 | (2,042 | ) | (1,021 | ) |
Gain (loss) from changes in the
price of shares
|
||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||
Fair value
|
10% | 5% | 10% | 5% | ||||||||||||||||
Section
|
$ thousands
|
|||||||||||||||||||
Other investments in securities, net
|
24,915 | 2,492 | 1,246 | (2,492 | ) | (1,246 | ) | |||||||||||||
Long-term receivables
|
7,304 | 730 | 365 | (730 | ) | (365 | ) | |||||||||||||
32,219 | 3,222 | 1,611 | (3,222 | ) | (1,611 | ) |
Gain (loss) from changes in dollar interest rates
|
||||||||||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||||||||||
Fair value
|
2% absolute value
|
10%
|
5%
|
0% interest
|
10%
|
5%
|
||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||
Short term bank deposits
|
55,261 | (592 | ) | (30 | ) | (15 | ) | 301 | 30 | 15 |
Gain (loss) from changes in the
price of shares
|
||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||
Fair value
|
10% | 5% | 10% | 5% | ||||||||||||||||
Section
|
$ thousands
|
|||||||||||||||||||
Investments in other companies measured at fair value
|
19,396 | 1,940 | 970 | (1,940 | ) | (970 | ) |
Gain (loss) from changes in the
price of shares
|
||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||
Fair value
|
10% | 5% | 10% | 5% | ||||||||||||||||
Section
|
$ thousands
|
|||||||||||||||||||
Other investments in securities, net
|
28,045 | 2,443 | 1,288 | (2,580 | ) | (1,402 | ) | |||||||||||||
Long-term receivables
|
6,740 | 674 | 337 | (674 | ) | (337 | ) | |||||||||||||
34,785 | 3,117 | 1,625 | (3,254 | ) | (1,739 | ) |
Gain (loss) from changes in dollar interest rates
|
||||||||||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||||||||||
Fair value
|
2% absolute value
|
10%
|
5%
|
0% interest
|
10%
|
5%
|
||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||
Short term bank deposits
|
90,253 | (733 | ) | (20 | ) | (10 | ) | 202 | 20 | 10 |
Gain (loss) from changes in the
price of shares
|
||||||||||||||||||||
Increase
|
Decrease
|
|||||||||||||||||||
Fair value
|
10% | 5% | 10% | 5% | ||||||||||||||||
Section
|
$ thousands
|
|||||||||||||||||||
Investments in other companies measured at fair value
|
27,427 | 2,743 | 1,372 | (2,743 | ) | (1,372 | ) |
Eduardo Elsztain
Chairman of the Board of Directors
|
Ari Bronshtein
CEO
|
Elron Electronic Industries Ltd.
Part III
English Translation of
Interim
Consolidated Financial Statements
As of
March 31, 2016
Unaudited
|
Page
|
|
F-2
|
|
F-3 - F-4
|
|
F-5
|
|
F-6
|
|
F-7 - F-9
|
|
F-10 - F-11
|
|
F-12 - F-17
|
|
F-18
|
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
|
May 26, 2016
|
A Member of Ernst & Young Global
|
March 31
|
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
41,387 | 51,600 | 51,951 | |||||||||
Bank deposits
|
78,377 | 95,063 | 70,188 | |||||||||
Other investments in securities, net
|
24,915 | 5,132 | 28,045 | |||||||||
Other accounts receivable
|
1,145 | 1,081 | 900 | |||||||||
145,824 | 152,876 | 151,084 | ||||||||||
Non-current assets
|
||||||||||||
Investments in associates
|
13,485 | 8,415 | 15,529 | |||||||||
Investments in other companies measured at fair value
|
20,415 | 27,427 | 19,395 | |||||||||
Long-term receivables
|
10,949 | - | 10,395 | |||||||||
Property, plant and equipment, net
|
1,046 | 884 | 1,028 | |||||||||
Intangible assets, net
|
17,438 | 17,761 | 17,438 | |||||||||
63,333 | 54,487 | 63,785 | ||||||||||
Total assets
|
209,157 | 207,363 | 214,869 |
March 31
|
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
239 | 385 | 445 | |||||||||
Other accounts payable
|
5,359 | 5,574 | 5,918 | |||||||||
5,598 | 5,959 | 6,363 | ||||||||||
Long-term liabilities
|
||||||||||||
Long term taxes
|
2,180 | - | 2,104 | |||||||||
2,180 | - | 2,104 | ||||||||||
Equity attributable to the Company's shareholders
|
||||||||||||
Issued capital
|
9,573 | 9,573 | 9,573 | |||||||||
Share premium
|
190,753 | 190,753 | 190,753 | |||||||||
Capital reserves
|
3,145 | 2,548 | 3,085 | |||||||||
Accumulated deficit
|
(50,115 | ) | (42,125 | ) | (45,204 | ) | ||||||
153,356 | 160,749 | 158,207 | ||||||||||
Non-controlling interests
|
48,023 | 40,655 | 48,195 | |||||||||
Total equity
|
201,379 | 201,404 | 206,402 | |||||||||
Total liabilities and equity
|
209,157 | 207,363 | 214,869 |
Eduardo Elsztain
|
Ari Bronshtein
|
Yaron Elad
|
||
Chairman of the Board of Directors
|
Chief Executive Officer
|
Vice President &
Chief Financial Officer
|
For the three months ended
March 31
|
For the
year ended
|
|||||||||||
December 31
|
||||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
(except for net income (loss) per share data)
|
||||||||||||
Income
|
||||||||||||
Income from sales
|
- | 206 | 889 | |||||||||
Gain from disposal and revaluation of investee companies and changes in holdings, net
|
557 | 10,141 | 40,590 | |||||||||
Financial income
|
1,439 | 369 | 1,112 | |||||||||
1,996 | 10,716 | 42,591 | ||||||||||
Expenses
|
||||||||||||
Cost of sales
|
- | 50 | 267 | |||||||||
Research and development expenses
|
2,245 | 1,614 | 13,129 | |||||||||
Selling and marketing expenses
|
77 | 351 | 2,008 | |||||||||
General and administrative expenses
|
1,373 | 1,449 | 7,556 | |||||||||
Equity in losses of associates, net
|
3,006 | 3,405 | 8,566 | |||||||||
Financial expenses
|
340 | 608 | 650 | |||||||||
Other expenses, net
|
17 | - | 22 | |||||||||
7,058 | 7,477 | 32,198 | ||||||||||
Income (loss) before taxes on income
|
(5,062 | ) | 3,239 | 10,393 | ||||||||
Taxes on income
|
(142 | ) | (7 | ) | (3,348 | ) | ||||||
Net income (loss)
|
(5,204 | ) | 3,232 | 7,045 | ||||||||
Attributable to:
|
||||||||||||
The Company's shareholders
|
(4,911 | ) | 4,915 | 2,451 | ||||||||
Non-controlling interests
|
(293 | ) | (1,683 | ) | 4,594 | |||||||
(5,204 | ) | 3,232 | 7,045 | |||||||||
Net income (loss) per share attributable to the Company's shareholders (in $)
|
||||||||||||
Basic and diluted net income (loss) per share
|
(0.17 | ) | 0.17 | 0.08 |
For the three months ended
March 31
|
For the
year ended
|
|||||||||||
December 31
|
||||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Net income (loss)
|
(5,204 | ) | 3,232 | 7,045 | ||||||||
Other comprehensive income (loss) (net of tax):
|
||||||||||||
Amounts that would never be reclassified to profit or loss:
|
||||||||||||
Loss from financial assets measured at fair value through other comprehensive income, net
|
- | (45 | ) | (30 | ) | |||||||
Total loss that would never be reclassified to profit or loss
|
- | (45 | ) | (30 | ) | |||||||
Amounts that are classified or may be reclassified to profit or loss under certain conditions:
|
||||||||||||
Foreign currency translation differences for foreign operation
|
60 | - | (93 | ) | ||||||||
Total gain (loss) that would be reclassified to profit or loss under certain conditions
|
60 | - | (93 | ) | ||||||||
Total other comprehensive income (loss)
|
60 | (45 | ) | (123 | ) | |||||||
Total comprehensive income (loss)
|
(5,144 | ) | 3,187 | 6,922 | ||||||||
Attributable to:
|
||||||||||||
Company's shareholders
|
(4,851 | ) | 4,870 | 2,328 | ||||||||
Non-controlling interests
|
(293 | ) | (1,683 | ) | 4,594 | |||||||
(5,144 | ) | 3,187 | 6,922 |
Attributable to the Company's shareholders
|
||||||||||||||||||||||||||||||||||||||||
Issued capital
|
Share Premium
|
Capital reserve for transaction with controlling shareholders
|
Capital reserve
for financial
assets measured at fair value through other comprehensive income
|
Capital reserve from translation
differences
|
Capital reserve from transactions
with non-controlling interests
|
Accumulated deficit
|
Total
|
Non- controlling interests
|
Total equity
|
|||||||||||||||||||||||||||||||
Unaudited
|
||||||||||||||||||||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2016 (audited)
|
9,573 | 190,753 | 351 | (1,192 | ) | (93 | ) | 4,019 | (45,204 | ) | 158,207 | 48,195 | 206,402 | |||||||||||||||||||||||||||
Total comprehensive income (loss)
|
- | - | - | - | 60 | - | (4,911 | ) | (4,851 | ) | (293 | ) | (5,144 | ) | ||||||||||||||||||||||||||
Share-based payments in respect of awards issued by subsidiaries
|
- | - | - | - | - | - | - | - | (60 | ) | (60 | ) | ||||||||||||||||||||||||||||
Investment of non-controlling interests in consolidated company
|
- | - | - | - | - | - | - | - | 181 | 181 | ||||||||||||||||||||||||||||||
Balance at March 31, 2016
|
9,573 | 190,753 | 351 | (1,192 | ) | (33 | ) | 4,019 | (50,115 | ) | 153,356 | 48,023 | 201,379 |
Attributable to the Company's shareholders
|
||||||||||||||||||||||||||||||||||||
Issued capital
|
Share Premium
|
Capital reserve for transaction with controlling shareholders
|
Capital reserve
for financial
assets measured at fair value through other comprehensive income
|
Capital reserve from transactions
with non-controlling interests
|
Accumulated deficit
|
Total
|
Non- controlling interests
|
Total equity
|
||||||||||||||||||||||||||||
Unaudited
|
||||||||||||||||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||||||||||
Balance at January 1, 2015 (audited)
|
9,573 | 190,753 | 351 | (2,304 | ) | 4,019 | (46,513 | ) | 155,879 | 36,898 | 192,777 | |||||||||||||||||||||||||
Total comprehensive income (loss)
|
- | - | - | (45 | ) | - | 4,915 | 4,870 | (1,683 | ) | 3,187 | |||||||||||||||||||||||||
Share-based payments in respect of awards issued by subsidiaries
|
- | - | - | - | - | - | - | 6 | 6 | |||||||||||||||||||||||||||
Non-controlling interests created due to initially consolidated company
|
- | - | - | - | - | - | - | 5,434 | 5,434 | |||||||||||||||||||||||||||
Sale of financial assets measured at fair value through other comprehensive income
|
- | - | - | 527 | - | (527 | ) | - | - | - | ||||||||||||||||||||||||||
Balance at March 31, 2015
|
9,573 | 190,753 | 351 | (1,822 | ) | 4,019 | (42,125 | ) | 160,749 | 40,655 | 201,404 |
Attributable to the Company's shareholders
|
||||||||||||||||||||||||||||||||||||||||
Issued capital
|
Share Premium
|
Capital reserve for transaction with controlling shareholders
|
Capital reserve
for financial
assets measured at fair value through other comprehensive income
|
Capital reserve from translation
differences
|
Capital reserve from transactions
with non-controlling interests
|
Accumulated deficit
|
Total
|
Non- controlling interests
|
Total equity
|
|||||||||||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||||||||||||||
Audited
|
||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2015
|
9,573 | 190,753 | 351 | (2,304 | ) | - | 4,019 | (46,513 | ) | 155,879 | 36,898 | 192,777 | ||||||||||||||||||||||||||||
Total comprehensive income (loss)
|
- | - | - | (30 | ) | (93 | ) | - | 2,451 | 2,328 | 4,594 | 6,922 | ||||||||||||||||||||||||||||
Share-based payments in respect of awards issued by subsidiaries
|
- | - | - | - | - | - | - | - | 7 | 7 | ||||||||||||||||||||||||||||||
Non-controlling interests created due to initially consolidated company
|
- | - | - | - | - | - | - | - | 5,434 | 5,434 | ||||||||||||||||||||||||||||||
Investment of non-controlling interests in consolidated company
|
- | - | - | - | - | - | - | - | 1,073 | 1,073 | ||||||||||||||||||||||||||||||
Change in non-controlling interests due to loss of control over subsidiaries
|
- | - | - | - | - | - | - | - | 189 | 189 | ||||||||||||||||||||||||||||||
Sale of financial assets measured at fair value through other comprehensive income
|
- | - | - | 1,142 | - | - | (1,142 | ) | - | - | - | |||||||||||||||||||||||||||||
Balance at December 31, 2015
|
9,573 | 190,753 | 351 | (1,192 | ) | (93 | ) | 4,019 | (45,204 | ) | 158,207 | 48,195 | 206,402 |
For the three months ended
March 31
|
For the
year ended
|
|||||||||||
December 31
|
||||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss)
|
(5,204 | ) | 3,232 | 7,045 | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||||||
Adjustment to the profit or loss items:
|
||||||||||||
Depreciation and amortization
|
76 | 122 | 494 | |||||||||
Financial expenses (income), net
|
(1,166 | ) | 482 | (1,329 | ) | |||||||
Stock based compensation and changes in liability in respect of options
|
(60 | ) | 6 | 7 | ||||||||
Gain from disposal and revaluation of investee companies and changes in holdings, net
|
(557 | ) | (10,141 | ) | (40,590 | ) | ||||||
Equity in losses of associates, net
|
3,006 | 3,405 | 8,566 | |||||||||
Taxes on income
|
142 | 7 | 3,348 | |||||||||
Other
|
73 | (262 | ) | (13 | ) | |||||||
1,514 | (6,381 | ) | (29,517 | ) | ||||||||
Changes in Assets and Liabilities
:
|
||||||||||||
Increase in other accounts receivable
|
(245 | ) | (322 | ) | (561 | ) | ||||||
Increase (decrease) in trade payables
|
(206 | ) | 24 | 252 | ||||||||
Increase (decrease) in other accounts payable
|
(1,043 | ) | (213 | ) | 990 | |||||||
(1,494 | ) | (511 | ) | 681 | ||||||||
Cash paid and received during the period for
:
|
||||||||||||
Taxes paid
|
- | - | (24 | ) | ||||||||
Interest received
|
294 | 35 | 1,167 | |||||||||
294 | 35 | 1,143 | ||||||||||
Net cash used in operating activities
|
(4,890 | ) | (3,625 | ) | (20,648 | ) |
For the three months ended
March 31
|
For the
year ended
|
|||||||||||
December 31
|
||||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from investment activities
|
||||||||||||
Purchase of property and equipment
|
(94 | ) | (6 | ) | (452 | ) | ||||||
Investment in associates and other companies
|
(1,920 | ) | (6,191 | ) | (16,631 | ) | ||||||
Proceeds from sale of investments in subsidiaries net of cash disposed of due to deconsolidation
|
- | - | (1,625 | ) | ||||||||
Proceeds from sale of associates and other companies
|
4 | 21 | 27,482 | |||||||||
Proceeds from sale of financial assets measured at fair value
|
- | 88 | 188 | |||||||||
Other investments in (sale of) securities, net
|
2,822 | (4,980 | ) | (28,325 | ) | |||||||
Cash provided from acquisition of investments in subsidiaries
|
- | 1,893 | 1,893 | |||||||||
Taxes paid
|
- | - | (1,721 | ) | ||||||||
Withdrawal
(investment) of deposits, net
|
(7,474 | ) | (1,046 | ) | 24,423 | |||||||
Net cash provided by (used in) investment activities
|
(6,662 | ) | (10,221 | ) | 5,232 | |||||||
Cash flows from financing activities
|
||||||||||||
Investment of non-controlling interests in subsidiaries
|
523 | - | 1,641 | |||||||||
Net cash provided by financing activities
|
523 | - | 1,641 | |||||||||
Exchange rate differences in respect of cash and cash equivalents
|
465 | (517 | ) | (237 | ) | |||||||
Decrease in cash and cash equivalents
|
(10,564 | ) | (14,363 | ) | (14,012 | ) | ||||||
Cash and cash equivalents as of beginning of the period
|
51,951 | 65,963 | 65,963 | |||||||||
Cash and cash equivalents as of end of the period
|
41,387 | 51,600 | 51,951 |
|
A.
|
Pocared
|
|
A.
|
Pocared (Cont.)
|
|
B.
|
Notal
|
|
C.
|
SixGill
|
|
D.
|
SecuredTouch
|
|
E.
|
Dividend
|
Current assets
|
Non-current assets
|
Total
assets
|
Current liabilities
|
Non-current liabilities
|
Total liabilities
|
Equity attributable to shareholders of the company
|
Equity attributable to non-controlling interests
|
|||||||||||||||||||||||||
As of March 31, 2016
(unaudited)
|
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
7,052 | 71 | 7,123 | 2,246 | 1,688 | 3,934 | 3,189 | - | ||||||||||||||||||||||||
As of March 31, 2015
(unaudited)
|
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
12,315 | 78 | 12,393 | 2,243 | 2,034 | 4,277 | 8,116 | - | ||||||||||||||||||||||||
As of December 31, 2015
(audited)
|
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
8,436 | 76 | 8,512 | 2,291 | 1,687 | 3,978 | 4,534 | - |
Revenues
|
Gross profit
|
Operating loss
|
Loss from continuing operations
|
Loss for the year
|
Loss attributable to shareholders of the company
|
Loss attributable to non-controlling interests
|
Other comprehensive income (loss)
|
Total comprehensive loss
|
||||||||||||||||||||||||||||
For the three months period ended March 31, 2016 (unaudited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
- | - | (1,390 | ) | (1,392 | ) | (1,392 | ) | (1,392 | ) | - | - | (1,392 | ) | ||||||||||||||||||||||
For the three months period ended March 31, 2015 (unaudited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
- | - | (2,062 | ) | (2,502 | ) | (2,502 | ) | (2,502 | ) | - | - | (2,502 | ) | ||||||||||||||||||||||
For the year ended December 31, 2015 (audited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
- | - | (6,378 | ) | (6,213 | ) | (6,213 | ) | (6,213 | ) | - | - | (6,213 | ) |
|
A.
|
Fair value
|
|
B.
|
Classification of financial instruments by fair value hierarchy
|
Level 1
|
-
|
quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
Level 2
|
-
|
inputs other than quoted prices included within Level 1 that are observable either directly or indirectly.
|
Level 3
|
-
|
inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).
|
As of March 31, 2016
|
||||||||||||
Unaudited
|
||||||||||||
Level 1
|
Level 2 (*)
|
Level 3
|
||||||||||
Investments in other companies measured at fair value
|
- | - | 20,415 | |||||||||
Other investments in securities, net
|
- | 24,915 | - | |||||||||
Long term receivables
|
- | - | 7,304 | |||||||||
- | 24,915 | 27,719 |
As of March 31, 2015
|
||||||||||||
Unaudited
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Investments in other companies measured at fair value
|
88 | - | 27,339 | |||||||||
Other investments in securities, net
|
5,132 | - | - | |||||||||
5,220 | - | 27,339 |
As of December 31, 2015
|
||||||||||||
Audited
|
||||||||||||
Level 1
|
Level 2 (*)
|
Level 3
|
||||||||||
Investments in other companies measured at fair value
|
- | - | 19,395 | |||||||||
Other investments in securities, net
|
4,930 | 23,115 | - | |||||||||
Long term receivables
|
- | - | 6,740 | |||||||||
4,930 | 23,115 | 26,135 |
|
*)
|
Comprised of investment in debentures denominated in USD, carrying an interest linked to the Libor. These debenture are measured at fair value using fair value quotes from several information resources.
|
Financial assets measured at fair value
|
||||
Balance as of January 1, 2016 (audited)
|
26,135 | |||
Total recognized income (loss):
|
||||
In profit or loss (*)
|
564 | |||
Investment
|
1,020 | |||
Balance as of March 31, 2016 (unaudited)
|
27,719 |
|
(*)
|
The entire gain included in profit or loss relating to assets held at the end of the reporting period.
|
Financial assets measured at fair value
|
||||
Balance as of January 1, 2015 (audited)
|
27,339 | |||
Total recognized income (loss):
|
||||
In profit or loss
|
5,074 | |||
Investment
|
603 | |||
Contingent consideration
|
6,157 | |||
Sale
|
(13,038 | ) | ||
Balance as of December 31, 2015 (audited)
|
26,135 |
|
C.
|
Valuation techniques
|
|
A.
|
Details relating to investments in the interim consolidated financial statements as of March 31, 2016 (unaudited)
|
Rate of holdings in equity
|
Consolidated rate of
holdings in
|
Elron's effective
rate of
holdings
|
Fully diluted consolidated
rate of
|
Elron's fully diluted effective
rate of
|
Consolidated carrying value of investment
March 31,
|
|||||||||||||||||||||||
Elron (1)
|
RDC (2)
|
equity
|
in equity (3)
|
holdings
|
holdings (3)
|
2016
|
||||||||||||||||||||||
%
|
$ thousands
|
|||||||||||||||||||||||||||
Investments in investee companies
|
||||||||||||||||||||||||||||
Subsidiaries:
|
||||||||||||||||||||||||||||
Pocared Diagnostics Ltd.
|
58.08
|
-
|
58.08
|
58.08
|
59.64
|
59.64
|
13,275
|
|||||||||||||||||||||
Associates:
|
||||||||||||||||||||||||||||
BrainsGate Ltd.
|
29.83
|
-
|
29.83
|
29.83
|
26.69
|
26.69
|
(34
|
)
|
||||||||||||||||||||
Cartiheal (2009) Ltd.
|
35.21
|
-
|
35.21
|
35.21
|
28.21
|
28.21
|
5,767
|
|||||||||||||||||||||
Coramaze technologies GmbH
|
17.07
|
-
|
17.07
|
17.07
|
16.82
|
16.82
|
1,233
|
|||||||||||||||||||||
Cloudyn Software Ltd.
|
-
|
42.19
|
42.19
|
21.14
|
35.09
|
17.58
|
5,552
|
|||||||||||||||||||||
M.G. Therapeutics Ltd.
|
17.00
|
-
|
17.00
|
17.00
|
24.11
|
24.11
|
-
|
|||||||||||||||||||||
Plymedia Israel (2006) Ltd.
|
25.29
|
-
|
25.29
|
25.29
|
17.97
|
17.97
|
-
|
|||||||||||||||||||||
Audioburst Ltd.
|
16.89
|
-
|
16.89
|
16.89
|
15.12
|
15.12
|
-
|
|||||||||||||||||||||
Open Legacy Technologies Ltd.
|
-
|
36.69
|
36.69
|
18.38
|
29.69
|
14.87
|
(15
|
)
|
||||||||||||||||||||
Page 2 Site Ltd.
|
-
|
25.45
|
25.45
|
12.75
|
21.83
|
10.94
|
232
|
|||||||||||||||||||||
Bruwz Technologies Ltd.
|
-
|
29.32
|
29.32
|
14.69
|
27.16
|
13.61
|
-
|
|||||||||||||||||||||
IronScales Ltd.
|
-
|
15.63
|
15.63
|
7.83
|
20.75
|
10.40
|
402
|
|||||||||||||||||||||
SinuSafe Ltd.
|
21.90
|
-
|
21.90
|
21.90
|
19.74
|
19.74
|
130
|
|||||||||||||||||||||
Other investments:
|
||||||||||||||||||||||||||||
Notal Vision Inc.
|
21.35
|
-
|
21.35
|
21.35
|
18.39
|
18.39
|
15,720
|
|||||||||||||||||||||
Atlantium Technologies Ltd.
|
6.16
|
-
|
6.16
|
6.16
|
5.49
|
5.49
|
130
|
|||||||||||||||||||||
Aqwise – Wise Water Technologies Ltd.
|
19.81
|
-
|
19.81
|
19.81
|
17.94
|
17.94
|
4,500
|
|
(1)
|
Including holdings through Elron's fully-owned subsidiaries.
|
|
(2)
|
Including holdings through RDSeed.
|
|
(3)
|
Elron's effective holdings include holdings by RDC and RDSeed multiplied by 50.10%. (Elron's holding rate in RDC).
|
2 | |
Special report in accordance with Regulation 38d | 3 |
4-5 | |
Data from the Interim Consolidated Financial Statements on the Income (loss) Attributable to he Company | 6 |
7 | |
8-9 | |
10 |
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
|
Tel: +972-3-6232525
Fax:
+9
72-3-5622555
ey.com
|
Special report to the review of the separate interim financial information in accordance with
Regulation 38d to the Israeli Securities Regulations (Periodic and Immediate Reports), 1970
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
May 26, 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 Interim 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 Interim Consolidated Financial Statements.
|
|
■
|
Cash flow data attributable to the Company include cash flows between the Company and its subsidiaries which were eliminated in the Interim Consolidated Financial Statements.
|
March 31
|
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
9,161 | 23,195 | 13,895 | |||||||||
Bank deposits
|
34,237 | 60,508 | 39,145 | |||||||||
Other investments in securities
|
24,915 | - | 23,115 | |||||||||
Other accounts receivable
|
635 | 371 | 406 | |||||||||
68,948 | 84,074 | 76,561 | ||||||||||
Non-current assets
|
||||||||||||
Investments in subsidiaries and associates, net
|
140,132 | 124,171 | 136,783 | |||||||||
Investments in other companies measured at fair value
|
20,127 | 27,139 | 19,107 | |||||||||
Long-term receivables
|
2,340 | - | 2,303 | |||||||||
Property, plant and equipment, net
|
8 | 22 | 10 | |||||||||
162,607 | 151,332 | 158,203 | ||||||||||
Total assets
|
231,555 | 235,406 | 234,764 |
March 31
|
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
79 | 33 | 87 | |||||||||
Other accounts payable
|
1,904 | 2,506 | 2,910 | |||||||||
1,983 | 2,539 | 2,997 | ||||||||||
Long-term liabilities
|
||||||||||||
Other long term liabilities (Note 2)
|
76,216 | 72,118 | 73,560 | |||||||||
76,216 | 72,118 | 73,560 | ||||||||||
Equity attributable to the Company's shareholders
|
||||||||||||
Issued capital
|
9,573 | 9,573 | 9,573 | |||||||||
Share premium
|
190,753 | 190,753 | 190,753 | |||||||||
Capital reserves
|
3,145 | 2,548 | 3,085 | |||||||||
Accumulated deficit
|
(50,115 | ) | (42,125 | ) | (45,204 | ) | ||||||
Total equity
|
153,356 | 160,749 | 158,207 | |||||||||
231,555 | 235,406 | 234,764 |
Eduardo Elsztain,
|
Ari Bronshtein
|
Yaron Elad
|
||
Chairman of the Board of Directors
|
Chief Executive Officer
|
Vice President &
Chief Financial Officer
|
For the three months ended
March 31
|
For the
year ended
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Income
|
||||||||||||
Financial income (Note 2)
|
159 | 1,757 | 899 | |||||||||
Expenses
|
||||||||||||
General and administrative expenses
|
856 | 868 | 4,608 | |||||||||
Financial expenses (Note 2)
|
2,591 | 4 | 101 | |||||||||
Other expenses, net
|
17 | - | 43 | |||||||||
3,464 | 872 | 4,752 | ||||||||||
(3,305 | ) | 885 | (3,853 | ) | ||||||||
Gain from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net
|
41 | 10,126 | 14,674 | |||||||||
Company’s share of loss of subsidiaries and associates
|
(1,647 | ) | (6,096 | ) | (8,370 | ) | ||||||
Net income (loss) attributable to the Company's shareholders
|
(4,911 | ) | 4,915 | 2,451 |
For the three months ended
March 31
|
For the
year ended
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Net income (loss) attributable to the Company's shareholders
|
(4,911 | ) | 4,915 | 2,451 | ||||||||
Other comprehensive income (loss):
|
||||||||||||
Amounts that would never be reclassified to profit or loss:
|
||||||||||||
Loss from financial assets measured at fair value through other comprehensive income, net
|
- | (45 | ) | (30 | ) | |||||||
Total loss that would never be reclassified to profit or loss
|
- | (45 | ) | (30 | ) | |||||||
Amounts that are classified or may be reclassified to profit or loss under certain conditions:
|
||||||||||||
Foreign currency translation differences for foreign operation
|
60 | - | (93 | ) | ||||||||
Total income (loss) that would be reclassified to profit or loss
under certain conditions
|
60 | - | (93 | ) | ||||||||
Total other comprehensive income (loss) attributable to the Company
|
60 | (45 | ) | (123 | ) | |||||||
Total comprehensive income (loss) attributable to the Company's shareholders
|
(4,851 | ) | 4,870 | 2,328 | ||||||||
For the three months ended
March 31
|
For the
year ended
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Net income (loss) attributable to the Company
|
(4,911 | ) | 4,915 | 2,451 | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||||||
Adjustment to the profit or loss items:
|
||||||||||||
Company’s share of loss of subsidiaries and associates
|
1,647 | 6,096 | 8,370 | |||||||||
Depreciation
|
2 | 4 | 16 | |||||||||
Financial income, net
|
(67 | ) | (32 | ) | (1,240 | ) | ||||||
Gain from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net
|
(41 | ) | (10,126 | ) | (14,674 | ) | ||||||
Other
|
(259 | ) | (5 | ) | (39 | ) | ||||||
1,282 | (4,063 | ) | (7,567 | ) | ||||||||
Changes in assets and liabilities of the Company
:
|
||||||||||||
Increase in other accounts receivable
|
(229 | ) | (110 | ) | (145 | ) | ||||||
Increase (decrease) in trade payables
|
(8 | ) | 67 | 34 | ||||||||
Increase (decrease) in other accounts payable
|
(1,006 | ) | (357 | ) | 134 | |||||||
Increase (decrease) in other long term liabilities
|
2,656 | (1,694 | ) | (252 | ) | |||||||
1,413 | (2,094 | ) | (229 | ) | ||||||||
Cash received during the period for
:
|
||||||||||||
Interest received
|
118 | 32 | 899 | |||||||||
Net cash used in operating activities
|
(2,098 | ) | (1,210 | ) | (4,446 | ) |
For the three months ended
March 31
|
For the
year ended
December 31
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from investment activities
|
||||||||||||
Investment in associates and subsidiaries
|
(5,697 | ) | (9,018 | ) | (24,443 | ) | ||||||
Proceeds from sale of investments in associates and subsidiaries
|
4 | 6 | 10,799 | |||||||||
Proceeds from sale of financial assets measured at fair value
|
- | 87 | 188 | |||||||||
Other investments in securities
|
(1,970 | ) | - | (23,307 | ) | |||||||
Receipt of
bank deposits
, net
|
5,027 | - | 21,748 | |||||||||
Dividend from investee company
|
- | - | 26 | |||||||||
Net cash used in investment activities
|
(2,636 | ) | (8,925 | ) | (14,989 | ) | ||||||
Decrease in cash and cash equivalents
|
(4,734 | ) | (10,135 | ) | (19,435 | ) | ||||||
Cash and cash equivalents as of beginning of the period
|
13,895 | 33,330 | 33,330 | |||||||||
Cash and cash equivalents as of end of the period
|
9,161 | 23,195 | 13,895 |
1.
|
General
|
2.
|
Other long term liabilities
|
3.
|
Dividend
|
Page
|
|
B-2
|
|
B-3 - B-4
|
|
B-5
|
|
B-6 - B-7
|
|
B-8
|
|
B-9 - B-24
|
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
Re:
|
Review of unaudited interim financial statements
|
|
for the three-month period ended March 31, 2016
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
May 3, 2016
|
A Member of Ernst & Young Global
|
May 3, 2016
|
||||
Date of approval of the
financial statements
|
Avinoam Dayan
Chief Executive Officer
|
Noam Levy
Chief Finance Officer
|
Three months ended March 31,
|
Year ended December 31,
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Operating expenses:
|
||||||||||||
Research and development, net
|
$ | 1,140 | $ | 1,224 | $ | 4,635 | ||||||
General and administrative
|
250 | 838 | 1,743 | |||||||||
Operating loss
|
1,390 | 2,062 | 6,378 | |||||||||
Financial expenses, net
|
2 | 264 | 9 | |||||||||
Net loss
|
$ | 1,392 | $ | 2,326 | $ | 6,387 | ||||||
Total
comprehensive loss
|
$ | 1,392 | $ | 2,326 | $ | 6,387 | ||||||
Deemed dividend
|
$ | - | $ | 761 | $ | 761 |
Ordinary shares
|
Preferred
shares
**)
|
Preferred AA shares
|
Preferred BB shares
|
Additional
paid-in
|
Deficit
|
Total
shareholders'
|
||||||||||||||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
equity
|
||||||||||||||||||||||||||||||||||
Balance as of January 1, 2015 (Audited)
|
1,158,886 | $ | 3 | 38,114,888 | $ | 97 | - | $ | - | - | $ | - | $ | 75,792 | $ | (74,833 | ) | $ | 1,059 | |||||||||||||||||||||||||
Exercise of option
|
32,751 | *) | - | - | - | - | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||||||||
Cost of Share-based compensation
|
- | - | - | - | - | - | - | - | 792 | - | 792 | |||||||||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | - | - | 63 | - | 63 | |||||||||||||||||||||||||||||||||
Conversion of Preferred shares to Ordinary shares as part of recapitalization
|
53,527,400 | 136 | (38,114,888 | ) | (97 | ) | - | - | - | - | (39 | ) | - | - | ||||||||||||||||||||||||||||||
Modification of warrants as part of recapitalization
|
- | - | - | - | - | - | - | - | 176 | (176 | ) | - | ||||||||||||||||||||||||||||||||
Deemed dividend in respect of equity restructuring
|
- | - | - | - | - | - | - | - | 761 | (761 | ) | - | ||||||||||||||||||||||||||||||||
Issuance of preferred AA and BB shares in January 2015, net of issuance expenses in amount of $189
|
- | - | - | - | 65,685,652 | 167 | 11,000,000 | 28 | 9,966 | - | 10,161 | |||||||||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | - | - | (6,387 | ) | (6,387 | ) | |||||||||||||||||||||||||||||||
Balance as of December 31, 2015 (Audited)
|
54,719,037 | $ | 139 | - | $ | - | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $**) | 87,514 | $ | (82,157 | ) | $ | 5,691 | |||||||||||||||||||||||||
Exercise of option
|
31,637 | *) | - | - | - | - | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||||||||
Cost of Share-based compensation
|
- | - | - | - | - | - | - | - | 41 | - | 41 | |||||||||||||||||||||||||||||||||
Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | - | - | 3 | - | 3 | |||||||||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | - | - | (1,392 | ) | (1,392 | ) | |||||||||||||||||||||||||||||||
Balance as of March 31, 2016 (Unaudited)
|
54,750,674 | $ | 139 | - | $ | - | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 86,049 | $ | (87,561 | ) | $ | 4,346 |
*)
|
Represent amounts lower than $1.
|
**)
|
Reclassified.
|
Ordinary shares
|
Preferred
shares
**)
|
Preferred AA shares
|
Preferred BB shares
|
Additional
paid-in
|
Deficit
|
Total
shareholders'
|
||||||||||||||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
equity
|
||||||||||||||||||||||||||||||||||
Balance as of January 1, 2015 (Audited)
|
1,158,886 | $ | 3 | 38,114,886 | $ | 97 | - | $ | - | - | $ | - | $ | 75,792 | $ | (74,833 | ) | $ | 1,059 | |||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to employees and directors
|
- | - | - | - | - | - | - | - | 674 | - | 674 | |||||||||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | - | - | 55 | - | 55 | |||||||||||||||||||||||||||||||||
Conversion of Preferred shares to Ordinary shares as part of recapitalization
|
53,527,400 | 136 | (38,114,886 | ) | (97 | ) | - | - | - | - | (39 | ) | - | - | ||||||||||||||||||||||||||||||
Modification of warrants as part of recapitalization
|
- | - | - | - | - | - | - | - | 176 | (176 | ) | - | ||||||||||||||||||||||||||||||||
Deemed dividend in respect of equity restructuring
|
- | - | - | - | - | - | - | - | 761 | (761 | ) | - | ||||||||||||||||||||||||||||||||
Issuance of preferred AA and BB shares in January 2015, net of issuance expenses
|
- | - | - | - | 65,685,652 | 167 | 11,000,000 | 28 | 9,966 | - | 10,161 | |||||||||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | - | - | (2,326 | ) | (2,326 | ) | |||||||||||||||||||||||||||||||
Balance as of March 31, 2015 (unaudited)
|
54,686,286 | $ | 139 | - | $ | - | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 87,385 | $ | (78,096 | ) | $ | 9,623 |
Three months ended March 31
|
Year ended December 31,
|
|||||||||||
2016
|
2015
|
2015
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (1,392 | ) | $ | (2,326 | ) | $ | (6,387 | ) | |||
Adjustments required to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
7 | 7 | 29 | |||||||||
Share-based compensation related to options granted to employees, directors and service providers
|
44 | 729 | 855 | |||||||||
Decrease (increase) in accounts receivable
|
(41 | ) | (14 | ) | 36 | |||||||
Decrease in trade payables
|
117 | (1 | ) | (3 | ) | |||||||
Increase (decrease) in employees and payroll accruals
|
(29 | ) | 82 | 79 | ||||||||
Decrease in accrued expenses
|
(133 | ) | (85 | ) | (32 | ) | ||||||
Increase in accrued severance pay, net
|
1 | 1 | 4 | |||||||||
Net cash used in operating activities
|
(1,426 | ) | (1,607 | ) | (5,419 | ) | ||||||
Cash flows from (used in) investing activities
:
|
||||||||||||
Decrease (increase) in short-term bank deposits
|
1,867 | (3,500 | ) | (3,372 | ) | |||||||
Decrease in long-term deposits
|
1 | - | 10 | |||||||||
Purchase of property and equipment
|
(3 | ) | (7 | ) | (36 | ) | ||||||
Decrease (increase) in restricted cash
|
36 | 1 | (37 | ) | ||||||||
Net cash provided from (used in) investing activities
|
1,901 | (3,506 | ) | (3,435 | ) | |||||||
Cash flows from financing activities
:
|
||||||||||||
Proceeds from issuance of shares and warrants, net
|
- | 10,811 | 10,811 | |||||||||
Exercise of share options
|
3 | - | 3 | |||||||||
Net cash provided by financing activities
|
3 | 10,811 | 10,814 | |||||||||
Increase in cash and cash equivalents
|
478 | 5,698 | 1,960 | |||||||||
Cash and cash equivalents at beginning of period
|
4,892 | 2,932 | 2,932 | |||||||||
Cash and cash equivalents at end of period
|
$ | 5,370 | $ | 8,630 | $ | 4,892 | ||||||
No cash financing transaction
|
||||||||||||
Deemed dividend in respect of equity restructuring
|
$ | - | $ | 761 | $ | 761 |
|
a.
|
BrainsGate Ltd. (the "Company"), an Israeli corporation, was incorporated and commenced operations on July 30, 2000. The Company is developing medical devices for the treatment of Central Nervous System ("CNS") disorders and for drug delivery to the CNS.
|
|
b.
|
In January 2014, the Company established a wholly-owned subsidiary in the United States, BrainsGate Inc. (the "Subsidiary"). The sole purpose of the Subsidiary is to provide the United States Food and Drug Administration ("FDA") a local address for the clinical trial related communication and has no operating activities.
|
|
c.
|
Since inception, the Company has incurred recurring operating losses and negative cash flows from operating activities. The Company's accumulated deficit as of March 31, 2016 amounted to $ 83,549 and the Company expects such losses to continue in the foreseeable future. The Company is still in the development stage and its ability to continue to operate is dependent upon additional financial support until profitability is achieved.
|
|
a.
|
Financial statements in U.S. dollars
|
|
b.
|
Cash equivalents
|
|
c.
|
Restricted cash
|
|
d.
|
Short-term bank deposits
|
|
e.
|
Property and equipment:
|
%
|
|
Computers and peripheral equipment
|
33
|
Lab equipment
|
15
|
Office furniture and equipment
|
6-15
|
Leasehold improvements
|
Lesser of estimated useful
life or remaining lease term
|
|
f.
|
Impairment of long-lived assets
|
|
g.
|
Royalty-bearing grants
|
|
h.
|
Use of estimates
|
|
i.
|
Fair value of financial instruments
|
|
Level 1
|
-
|
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
Level 2
|
-
|
Include other inputs that are directly or indirectly observable in the marketplace.
|
|
Level 3
|
-
|
Unobservable inputs which are supported by little or no market activity.
|
|
j.
|
Warrants to purchase preferred shares
|
|
k.
|
Income taxes
|
|
l.
|
Research and development costs, net:
|
|
m.
|
Severance pay
|
|
n.
|
Accounting for share-based compensation
|
|
o.
|
Subsequent events
|
|
p.
|
Reclassification
|
NOTE 4:-
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
a.
|
Lease commitments
|
NOTE 4:-
|
COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
|
|
b.
|
Royalty commitments
|
|
c.
|
Guarantees
|
|
a.
|
Issuance of shares
|
1.
|
In June 2011, the authorized share capital was increased by 58,400,000 Ordinary shares, and a new class of Preferred D shares in a total of 36,070,000 shares was formed.
|
2.
|
In July 2011, the Company signed a share purchase agreement for the purchase of Series D Preferred shares of the Company, par value NIS 0.01 each. According to the agreement the Company will issue to the investors up to 28,853,632 Preferred D shares and warrants to purchase an additional 7,213,409 Preferred D shares (the "Old Warrants") in consideration for gross proceeds in the amount of up to $ 22,000.
|
i.
|
At the closing - 8,743,525 shares and 2,185,881 warrants were issued for gross proceeds in the amount of approximately $ 6,667;
|
ii.
|
In January 2012 - 8,743,525 shares and 2,185,881 warrants were issued for gross proceeds in the amount of approximately $ 6,667;
|
iii.
|
On July 1, 2012 - 8,743,525 shares and 2,185,881 warrants were issued for gross proceeds in the amount of approximately $ 6,667;
|
3.
|
On January 22, 2015, the Company effected a Series BB Preferred financing round with some of its existing shareholders as well as with a new investor (collectively the "Investors"), for an aggregate of up to US $ 26,418 that shall be paid to the Company in two installments (the "Transaction"). Assuming that the milestone closing shall occur the Company shall issue and allot to the Investors an aggregate of up to (i) 26,418,091 Preferred BB shares and (ii) warrants to purchase up to an additional 6,604,526 Preferred BB shares (see below). The first installment of $ 11,000 was due upon closing and 11,000,000 Preferred BB shares were issued in consideration for such first installment. The second installment is dependent upon fulfillment of a millstone, as defined in the Share Purchase Agreement by and between the Company and the Investors (the "Agreement").
|
|
b.
|
The rights of Ordinary and Preferred shares
|
1.
|
Ordinary shares:
|
|
a)
|
To receive notices of, and to attend, General Meetings where each Ordinary Share shall have one vote for all purposes; and
|
|
b)
|
To share equally, on a per share basis, in such Bonus Shares, bonuses, profits or Distributions as may be declared by the Board and approved by the Shareholders out of funds legally available therefor; and
|
|
c)
|
Upon liquidation or dissolution - to participate in the distribution of the assets of the Company legally available for distribution to Shareholders after payment of all debts and other liabilities of the Company (in each case, proportionally to the number of Ordinary Shares outstanding and the amounts paid by Shareholders on account of their Shares, if not paid in full, before calls for payment were made); and
|
|
d)
|
To appoint, dismiss, and replace directors of the Company pursuant to the provisions of the articles of association.
|
2.
|
Preferred AA and BB shares:
|
a)
|
Each holder of Preferred BB Shares shall be entitled to receive for each Preferred BB Share held by it, prior to and in preference to the holders of Preferred AA Shares and Ordinary Shares, an amount equal to the Original Series BB Issue Price, plus an amount equal to declared but unpaid Dividends on such Preferred BB Share and less any preferential amount previously paid in respect of such Preferred BB Shares. In the event that the Distributable Assets shall be insufficient for the payment in full of the Series BB Preference to all holders of Preferred BB Shares, then all of such Distributable Assets shall be distributed among the holders of Preferred BB Shares in proportion to the Series BB Preference that would have been paid to each such holder had the Distributable Assets been sufficient to pay such Series BB Preference in full;
|
b)
|
After payment in full of the Series BB Preference to all holders of Preferred BB Shares, each holder of Preferred AA Shares shall be entitled to receive, out of the remaining Distributable Assets, for each Preferred AA Share held by it, prior to and in preference to any payments to the holders of Ordinary Shares, an amount equal to the Original Series AA Issue Price (as adjusted pursuant to these Articles and/or Recapitalization Event) as multiplied by a fraction: (i) the numerator of which is the total number of Preferred AA shares actually issued upon the Initial Closing (as defined in the Series BB SPA, namely 65,685,652, and (ii) the denominator of which is then outstanding Preferred AA Shares, plus an amount equal to declared but unpaid Dividends on such Preferred AA Share and less any preferential amount previously paid in respect of such Preferred AA Share. In the event that the remaining Distributable Assets after the full payment of the Series BB Preference shall be insufficient for the payment in full of the Series AA Preference to all holders of Preferred AA Shares, then all of such remaining Distributable Assets shall be distributed among the holders of Preferred AA in proportion to the Series AA
|
c)
|
After payment in full of the Series BB Preference and, if applicable, the Series AA Preference, the remaining Distributable Assets, if any, shall be distributed pro-rata among all the Shareholders, in proportion to their respective holdings in the Company on a pro-rata and as-converted basis (but, for the avoidance of doubt, excluding the
Preferred AA Shares from such calculation).
This distribution right shall not apply in the event the total consideration of the transaction is equal to or exceeds $ 150 million.
|
|
c.
|
Share option plan
|
March 31, 2016
|
||||||||
Amount of options
|
Weighted average exercise price
|
|||||||
Outstanding at the beginning of the year
|
8,031,789 | $ | 0.08 | |||||
Granted
|
150,000 | $ | 0.08 | |||||
Exercised
|
(31,637 | ) | $ | 0.08 | ||||
Forfeited or Expired
|
(112,499 | ) | $ | 0.08 | ||||
Outstanding at the end of the year
|
8,100,927 | $ | 0.08 |
2016
|
|
Dividend yield
|
0%
|
Expected volatility
|
77%
|
Risk-free interest
|
2.03%-2.38%
|
Expected life
|
6.25 years
|
Three months ended March 31, 2016
|
||||
Research and development, net
|
$ | 31 | ||
General and administrative
|
13 | |||
Total share-based compensation expense
|
$ | 44 |
|
a.
|
Employee retirement benefits:
|
|
b.
|
Financial income and expenses:
|
|
c.
|
Warrants to Ordinary shares:
|
|
a.
|
Balance sheets:
|
March 31, 2016 (Unaudited)
|
||||||||||||
U.S.
GAAP
|
Reconciliation to IFRS
|
IFRS
|
||||||||||
Current assets
|
$ | 7,052 | $ | - | $ | 7,052 | ||||||
Non-current assets
|
$ | 691 | $ | (620 | ) | $ | 71 | |||||
Total assets
|
$ | 7,743 | $ | (620 | ) | $ | 7,123 | |||||
Current liabilities
|
$ | 2,246 | $ | - | $ | 2,246 | ||||||
Non-current liabilities
|
$ | 1,151 | $ | 537 | $ | 1,688 | ||||||
Total liabilities
|
$ | 3,397 | $ | 537 | $ | 3,934 | ||||||
Shareholders' equity (deficiency)
|
$ | 4,346 | $ | (1,157 | ) | $ | 3,189 |
March 31, 2015 (Unaudited)
|
||||||||||||
U.S.
GAAP
|
Reconciliation to IFRS
|
IFRS
|
||||||||||
Current assets
|
$ | 12,315 | $ | - | $ | 12,315 | ||||||
Non-current assets
|
$ | 713 | $ | (635 | ) | $ | 78 | |||||
Total assets
|
$ | 13,028 | $ | (635 | ) | $ | 12,393 | |||||
Current liabilities
|
$ | 2,243 | $ | - | $ | 2,243 | ||||||
Non-current liabilities
|
$ | 1,162 | $ | 872 | $ | 2,034 | ||||||
Total liabilities
|
$ | 3,405 | $ | 872 | $ | 4,277 | ||||||
Shareholders' equity (deficiency)
|
$ | 9,623 | $ | (1,507 | ) | $ | 8,116 |
December 31, 2015 (Audited)
|
||||||||||||
U.S.
GAAP
|
Reconciliation to IFRS
|
IFRS
|
||||||||||
Current assets
|
$ | 8,436 | $ | - | $ | 8,436 | ||||||
Non-current assets
|
$ | 661 | $ | (585 | ) | $ | 76 | |||||
Total assets
|
$ | 9,097 | $ | (585 | ) | $ | 8,512 | |||||
Current liabilities
|
$ | 2,291 | $ | - | $ | 2,291 | ||||||
Non-current liabilities
|
$ | 1,115 | $ | 572 | $ | 1,687 | ||||||
Total liabilities
|
$ | 3,406 | $ | 572 | $ | 3,978 | ||||||
Shareholders' equity (deficiency)
|
$ | 5,691 | $ | (1,157 | ) | $ | 4,534 |
|
b.
|
Statements of comprehensive loss:
|
Three months ended
March 31, 2016 (Unaudited)
|
||||||||||||
U.S.
GAAP
|
Reconciliation to IFRS
|
IFRS
|
||||||||||
Research and development, net
|
$ | 1,140 | $ | - | $ | 1,140 | ||||||
General and administrative
|
250 | - | 250 | |||||||||
Operating loss
|
1,390 | - | 1,390 | |||||||||
Financing expenses
|
2 | 4 | 6 | |||||||||
Financing income
|
- | (4 | ) | (4 | ) | |||||||
Net comprehensive loss
|
$ | 1,392 | $ | - | $ | 1,392 |
Three months ended
March 31, 2015 (Unaudited)
|
||||||||||||
Reconciliation to IFRS
|
IFRS
|
|||||||||||
Research and development, net
|
$ | 1,224 | $ | - | $ | 1,224 | ||||||
General and administrative
|
838 | - | 838 | |||||||||
Operating loss
|
2,062 | - | 2,062 | |||||||||
Financing expenses
|
264 | 178 | 442 | |||||||||
Financing income
|
- | (2 | ) | (2 | ) | |||||||
Net comprehensive loss
|
$ | 2,326 | $ | 176 | $ | 2,502 |
Year ended
December 31, 2015 (Audited)
|
||||||||||||
Reconciliation to IFRS
|
IFRS
|
|||||||||||
Research and development, net
|
$ | 4,635 | $ | - | $ | 4,635 | ||||||
General and administrative
|
1,743 | - | 1,743 | |||||||||
Operating loss
|
6,378 | - | 6,378 | |||||||||
Financing expenses
|
9 | 334 | 343 | |||||||||
Financing income
|
- | (508 | ) | (508 | ) | |||||||
Net comprehensive loss
|
$ | 6,387 | $ | (174 | ) | $ | 6,213 |
|
c.
|
Shareholders' equity (deficiency) items:
|
Ordinary shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional paid-in capital
|
Deficit accumulated
|
Total
|
|||||||||||||||||||
Balance as of March 31, 2016 U.S. GAAP
|
$ | 139 | $ | 167 | $ | 28 | $ | 87,561 | $ | (83,549 | ) | $ | 4,346 | |||||||||||
Balance as of March 31, 2016 – IFRS
|
$ | 139 | $ | 167 | $ | 28 | $ | 84,500 | $ | (81,645 | ) | $ | 3,189 | |||||||||||
Differences
|
$ | - | $ | - | $ | - | $ | 3,061 | $ | (1,904 | ) | $ | 1,157 |
Ordinary shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional paid-in capital
|
Deficit accumulated
|
Total
|
|||||||||||||||||||
Balance as of March 31, 2015 U.S. GAAP
|
$ | 139 | $ | 167 | $ | 28 | $*) | 87,385 | $ | (78,096 | ) | $ | 9,623 | |||||||||||
Balance as of March 31, 2015 – IFRS
|
$ | 139 | $ | 167 | $ | 28 | $ | 84,324 | $ | (76,542 | ) | $ | 8,116 | |||||||||||
Differences
|
$ | - | $ | - | $ | - | $ | 3,061 | $ | (1,554 | ) | $ | 1,507 |
Ordinary shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional paid-in capital
|
Deficit accumulated
|
Total
|
|||||||||||||||||||
Balance as of December 31, 2015 U.S. GAAP
|
$ | 139 | $ | 167 | $ | 28 | $*) | 87,514 | $ | (82,157 | ) | $ | 5,691 | |||||||||||
Balance as of December 31, 2015 – IFRS
|
$ | 139 | $ | 167 | $ | 28 | $ | 84,453 | $ | (80,253 | ) | $ | 4,534 | |||||||||||
Differences
|
$ | - | $ | - | $ | - | $ | 3,061 | $ | (1,904 | ) | $ | 1,157 |
|
d.
|
Changes in shareholders' equity (deficiency):
|
Ordinary shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional
paid-in
|
Deficit
|
Total
shareholders'
|
|||||||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
equity
|
||||||||||||||||||||||||||||
Balance as of January 1, 2016 (audited)
|
54,719,037 | $ | 139 | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 84,453 | $ | (80,253 | ) | $ | 4,534 | ||||||||||||||||||||
Exercise of options
|
31,637 | *) | - | - | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to employees and directors
|
- | - | - | - | - | - | 41 | - | 41 | |||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | 3 | - | 3 | |||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | (1,392 | ) | (1,392 | ) | |||||||||||||||||||||||||
Balance as of March 31, 2016 (unaudited)
|
54,750,874 | $ | 139 | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 84,500 | $ | (81,645 | ) | $ | 3,189 |
Ordinary shares
|
Old Preferred shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional
paid-in
|
Deficit
|
Total
shareholders'
|
||||||||||||||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
equity
|
||||||||||||||||||||||||||||||||||
Balance as of January 1, 2015 (audited)
|
1,158,886 | $ | 3 | 38,114,886 | $ | 97 | - | $ | - | - | $ | - | $ | 73,668 | $ | (74,040 | ) | $ | (272 | ) | ||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to employees and directors
|
- | - | - | - | - | - | - | - | 674 | - | 674 | |||||||||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | - | - | 55 | - | 55 | |||||||||||||||||||||||||||||||||
Conversion of Preferred shares to Ordinary shares as part of recapitalization
|
53,527,400 | 136 | (38,114,886 | ) | (97 | ) | - | - | - | - | (39 | ) | - | - | ||||||||||||||||||||||||||||||
Issuance of preferred BB shares in January 2015, net of issuance expenses
|
- | - | - | - | 65,685,652 | 167 | 11,000,000 | 28 | 9,966 | - | 10,161 | |||||||||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | - | - | (2,502 | ) | (2,502 | ) | |||||||||||||||||||||||||||||||
Balance as of March 31, 2015 (unaudited)
|
54,686,286 | $ | 139 | - | - | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 84,324 | $ | (76,542 | ) | $ | 8,116 |
|
*)
|
Represents an amount lower than $ 1 thousands.
|
Ordinary shares
|
Old Preferred shares
|
Preferred AA shares
|
Preferred BB shares
|
Additional
paid-in
|
Deficit
|
Total
shareholders'
|
||||||||||||||||||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
capital
|
accumulated
|
equity
|
||||||||||||||||||||||||||||||||||
Balance as of January 1, 2015 (audited)
|
1,158,886 | $ | 3 | 38,114,886 | $ | 97 | - | $ | - | - | $ | - | $ | 73,668 | $ | (74,040 | ) | $ | (272 | ) | ||||||||||||||||||||||||
Exercise of option
|
32,751 | *) | - | - | - | - | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to employees and directors
|
- | - | - | - | - | - | - | - | 792 | - | 792 | |||||||||||||||||||||||||||||||||
Cost of Share-based compensation related to options granted to service providers
|
- | - | - | - | - | - | - | - | 63 | - | 63 | |||||||||||||||||||||||||||||||||
Conversion of Preferred shares to Ordinary shares as part of recapitalization
|
53,527,400 | 136 | (38,114,886 | ) | (97 | ) | - | - | - | - | (39 | ) | - | - | ||||||||||||||||||||||||||||||
Issuance of preferred BB shares in January 2015, net of issuance expenses
|
- | - | - | - | 65,685,652 | 167 | 11,000,000 | 28 | 9,966 | - | 10,161 | |||||||||||||||||||||||||||||||||
Total comprehensive loss
|
- | - | - | - | - | - | - | - | - | (6,213 | ) | (6,213 | ) | |||||||||||||||||||||||||||||||
Balance as of December 31, 2015
|
54,719,037 | $ | 139 | - | $ | - | 65,685,652 | $ | 167 | 11,000,000 | $ | 28 | $ | 84,453 | $ | (80,253 | ) | $ | 4,534 |
1.
|
Mr. Ari Bronshtein, CEO;
|
2.
|
Mr. Yaron Elad, CFO.
|
|
(1)
|
I have examined the quarterly report of Elron Electronic Industries Ltd. (the "
Corporation
") for the first quarter of 2016 (the "
Reports
");
|
|
(2)
|
Based on my knowledge, the Reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Reports;
|
|
(3)
|
Based on my knowledge, the financial statements and other financial information included in the Reports, fairly present, in all material respects, the financial condition, results of operations and cash flows of the Corporation, as of, and for the periods presented in the Reports;
|
|
(4)
|
I have disclosed to the Corporation's independent auditors, board of directors and audit committee of the Corporation's board of directors, based on my most recent assessment of internal control over financial reporting and disclosure:
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and disclosure, which are reasonably likely to adversely affect the Corporation's ability to record, process, summarize or report financial information in a manner which may cast doubt on the reliability of the financial reporting and preparation of the financial statements in accordance with the provisions of the law; and –
|
|
(b)
|
Any fraud, whether or not material, which involves the principal executive officer, a direct subordinate of the principal executive officer, or other employees who have a significant role in the internal control over financial reporting and disclosure
.
|
|
(5)
|
I, alone or together with others in the Corporation, have:
|
|
(a)
|
Designed such controls and procedures, or caused such controls and procedures to be designed and maintained under my supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries as defined in the Israel Securities Law (Annual Financial Statements), 5770-2010, is made known to me by others within the Corporation and the consolidated subsidiaries, particularly during the period in which the Reports are being prepared; and –
|
|
(b)
|
Designed such controls and procedures, or caused such controls and procedures to be designed and maintained under my supervision, to reasonably ensure the reliability of the financial reporting and preparation of the financial statements in accordance with the provisions of the law, including in accordance with GAAP;
|
|
(c)
|
No event or matter was brought to my attention during the period between the date of the last report (quarterly or periodic, as relevant) and the date of this report, which would change the conclusion of the board of directors and management regarding the effectiveness of the internal control over financial reporting and disclosure of the Corporation.
|
|
(1)
|
I have examined the interim financial statements and other financial information which is included in the interim reports of Elron Electronic Industries Ltd. (the "
Corporation
") for the first quarter of 2016 (the "
Reports
" or the "
Interim Reports
");
|
|
(2)
|
Based on my knowledge, the interim financial statements and other financial information which is included in the Interim Reports do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Reports;
|
|
(3)
|
Based on my knowledge, the interim financial statements and other financial information included in the Interim Reports fairly present, in all material respects, the financial condition, results of operations and cash flows of the Corporation, as of, and for the periods presented in the Reports;
|
|
(4)
|
I have disclosed to the Corporation's independent auditor, board of directors and the audit committee of the Corporation's board of directors, based on my most recent assessment of internal control over financial reporting and disclosure:
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting and disclosure, insofar as the same refers to the interim financial statements and other financial information which is included in the Interim Reports, which are reasonably likely to adversely affect the Corporation's ability to record, process, summarize or report financial information in a manner which may cast doubt on the reliability of the financial reporting and preparation of the financial statements in accordance with the provisions of the law; and –
|
|
(b)
|
Any fraud, whether or not material, which involves the principal executive officer, a direct subordinate of the principal executive officer, or other employees who have a significant role in the internal control over the financial reporting and disclosure
.
|
|
(5)
|
I, alone or together with others in the Corporation, have:
|
|
(a)
|
Designed controls and procedures, or caused such controls and procedures to be designed and maintained under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries as defined in the Israel Securities Law (Annual Financial Statements), 5770-2010, is made known to me by others in the Corporation and the consolidated subsidiaries, particularly during the period in which the Reports are being prepared; and –
|
|
(b)
|
Designed such controls and procedures, or caused such controls and procedures to be designed and maintained under my supervision, to reasonably ensure the reliability of the financial reporting and preparation of the financial statements in accordance with the provisions of the law, including in accordance with GAAP;
|
|
(c)
|
No event or matter was brought to my attention during the period between the date of the last report (quarterly or periodic, as relevant) and the date of this report, relating to the interim financial statements and other financial information included in the Interim Reports
,
which would change, in my assessment, the conclusion of the board of directors and management regarding the effectiveness of the internal control over financial reporting and disclosure of the Corporation
.
|
Liabilities report of the Company by repayment date | ||||||||
Section 36a to the Israel Securities Law (1968) | ||||||||
Report as of march 31, 2016
|
||||||||
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 March 31, 2016 (1 USD = 3.766 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)
|
257,267 |
(2) Cash and cash equivalents, marketable securities and short-term deposits based on the Company's consolidated Statements (NIS in thousands)
|
544,861 |
1 Year Elron Ventures (CE) Chart |
1 Month Elron Ventures (CE) Chart |
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