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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 2017, included in Part II of this report.
|
"Financial Statements"
|
English Translation of Elron's Interim Consolidated Financial Statements as of March 31, 2017, included in Part III of this report.
|
"20-F Annual Report"
|
Elron's Annual Report for the year ended December 31, 2016, filed with the SEC on Form 20-F.
|
1. |
Item 4A – Information on the Company: History and Development of the Company
|
1.1. |
See Section 1.2 of the Board of Directors Report for details regarding developments in Elron and group companies during the period of this report and subsequent thereto.
|
1.2. |
Investments
|
1.3. |
Cloudyn
|
2. |
Item 7B – Major Shareholders and Related Party Transactions: Related Party Transactions
|
2.1. |
Services Agreement with DIC
|
3. |
Item 8 – Legal Proceedings
|
3.1. |
For developments that took place in the legal proceedings with Elscint, see Note 4 to the Financial Statements.
|
Ari Bronshtein
CEO
|
Yaron Elad
CFO
|
Elron Electronic Industries Ltd.
Part II
English Translation of Board of Directors Report
for the First Quarter of 2017
|
· |
Identifying and exploiting investment opportunities in companies with innovative technology and significant exit potential.
|
· |
Investing over the long term in order to maximize the possibility of enhancing the Group Companies' value.
|
· |
Focusing on investments which afford Elron influence and active involvement in their management.
|
· |
Actively enhancing the Group Companies' value by providing hands-on assistance to their management.
|
· |
Exploiting opportunities to exit Group Companies.
|
· |
RDC (50.1%)
- See description in section 1.1.4 above.
|
· |
Pocared Diagnostics Ltd. (55% by Elron, 12% by RDC) ("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.
|
· |
CartiHeal (2009) Ltd. (34%) ("CartiHeal")
- CartiHeal is developing an implant for repair of articular 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 regeneration of cartilage and subchondral bone.
|
· |
Coramaze Technologies GmbH (31%) ("Coramaze")
- Coramaze is a German company developing a minimally invasive device to treat 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.
|
· |
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.
|
· |
Nitinotes Ltd. (24%) ("Nitinotes)
-
Nitinotes
is developing an endoscopic procedure that mimics gastric sleeve surgery for treatment of obesity.
|
· |
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
.
|
· |
Alcide IO Ltd. (26%) ("Alcide")
- Alcide is developing a security solution for emerging data center environments to enable visibility and security policy enforcement for hybrid data centers.
|
· |
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.
|
· |
Cyber Secdo Ltd. (22% by RDC) ("Secdo")
- Secdo
operates in the field of automatic detection and investigation of cyber events in organizations through a platform that protects endpoints.
|
· |
IronScales Ltd. (27% by RDC) ("IronScales")
- IronScales provides a cloud-based (SaaS) solution, which aims to train the employees of an organization to take an active part in identifying and preventing targeted email attacks (spear-phishing)
.
|
· |
Open Legacy Technologies Ltd. (39% by RDC) ("Open Legacy")
- Open Legacy develops and markets a platform allowing integration of information systems in organizations, based on API (Application Programming Interface).
|
· |
Cloudyn Software Ltd. (38% by RDC) ("Cloudyn")
- Cloudyn develops and markets software-as-a-service (SaaS) solutions for cloud business management in global organizations.
|
· |
PlyMedia Israel (2006) Ltd. (23%) ("PlyMedia")
-
PlyMedia has developed and markets a digital advertising platform for ad networks.
|
· |
its share in the net losses of Group Companies;
|
· |
gains or losses from exit transactions or changes in holdings, and revaluation of investments recorded based on fair value;
|
· |
its corporate activities.
|
· |
the extent of its investments;
|
· |
proceeds from exit transactions;
|
· |
available credit lines or loans;
|
· |
dividends distributed to shareholders or received from Group Companies.
|
· |
In the first three months of 2017, Elron (directly and indirectly) invested approximately $2.7 million in the Group Companies. For further details see section 1.4 below and Note 3 to the Financial Statements.
|
· |
Financing round in Alcide, led by a new investor
-
In February 2017, Alcide completed a financing round in the amount of up to $4 million, led by a new investor and with the participation of Elron (Elron's share was $0.75 million). Following this investment, Elron holds approximately 26% of Alcide's outstanding shares (for further details see Note 3.D to the Financial Statements).
|
· |
Investment in
CartiHeal
,
led by a new investor
- In April 2017, subsequent to the reporting date, CartiHeal entered into an investment agreement in the amount of approximately $18.4 million, led by a new investor and with the participation of CartiHeal's principal shareholders, including Elron (Elron's share is $5.2 million). The first installment in the amount of approximately $6.1 million was invested immediately (Elron’s share in the first installment was approximately $1.7 million). Upon the completion of the entire investment Elron is expected to hold approximately 33% of CartiHeal's outstanding shares (for further details see Note 3.A to the Financial Statements).
|
· |
BrainsGate's FDA Trial
- Further to Item 4B of Elron's 2016 Annual Report, regarding the FDA study conducted by BrainsGate, as of the date of filing this report, BrainsGate has recruited approximately 815 patients.
|
· |
As of the date of filing this report, Elron's and RDC's non-consolidated liquid resources amounted to approximately $29.5 million and $53.9 million, respectively. These amounts include Elron's and RDC's bank deposits in the amounts of approximately $2 million and $38.4 million, respectively and other short term investments in securities by Elron in the amount of approximately $23
.
9 million. As of the date of filing this report
,
Elron and RDC have no debt.
|
For the three months ended
March 31,
|
For the year ended December 31, 2016 | |||||||||||
2017
|
2016
|
|||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Loss attributable to Elron's shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
||||||
Loss per share attributable to Elron's shareholders (in $)
|
(0.20
|
)
|
(0.17
|
)
|
(0.90
|
)
|
For the three months ended
March 31,
|
For the year ended December 31, 2016 | |||||||||||
2017
|
2016
|
|||||||||||
$ thousands
|
||||||||||||
Losses in respect of Group Companies:
|
||||||||||||
Elron's share in net losses of Group Companies
|
(5,435
|
)
|
(4,596
|
)
|
(17,598
|
)
|
||||||
Excess cost amortization
|
(32
|
)
|
(43
|
)
|
(120
|
)
|
||||||
Total
|
(5,467
|
)
|
(4,639
|
)
|
(17,718
|
)
|
||||||
Gain (loss) from disposal and revaluation of investee companies and changes in holdings, net
|
21
|
301
|
(2,285
|
)
|
||||||||
Corporate operating expenses
|
(1,061
|
)
|
(856
|
)
|
(4,245
|
)
|
||||||
Taxes on income
|
(13
|
)
|
(61
|
)
|
(1,109
|
)
|
||||||
Other
|
457
|
344
|
(1,457
|
)
|
||||||||
Loss attributable to shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
I)
|
Losses in respect of Group Companies
|
II)
|
Gain from disposal and revaluation of group companies, and changes in holdings, net:
|
III)
|
Corporate operating expenses
|
Elron Electronic Industries Ltd.
Part II
English Translation of Board of Directors Report
for the First Quarter of 2017
|
For the three months
ended March 31,
|
For the year ended December 31,
|
||||||||||||
2017
|
2016
|
2016
|
|||||||||||
Unaudited
|
Audited
|
||||||||||||
$ thousands
|
Explanation
|
||||||||||||
Gain (loss) from disposal and revaluation of group companies and changes in holdings, net
|
33
|
557
|
(2,062
|
)
|
In the first quarter of 2016, this item included mainly a $516 thousand gain recorded due to an increase in the value of contingent consideration
in respect of the sale of
Kyma Medical Technologies Ltd. ("Kyma", sold in September 2015, and subsequently renamed Zoll Medical Israel Ltd).
|
||||||||
Financial income
|
1,597
|
1,439
|
2,437
|
Financial income in the first quarter of 2017 and in the first quarter of 2016 resulted mainly from USD-NIS exchange rate fluctuations with respect to NIS bank deposits held by RDC, interest income on deposits and increase in the value of marketable investments measured at fair value.
|
|||||||||
Total income
|
1,630
|
1,996
|
375
|
||||||||||
Research and development expenses
|
1,930
|
2,245
|
6,468
|
|
See analysis of Elron's and consolidated companies' operating expenses below.
|
||||||||
Selling and marketing expenses
|
35
|
77
|
337
|
||||||||||
General and administrative expenses
|
1,976
|
1,373
|
7,035
|
For the three months
ended March 31,
|
For the year ended December 31,
|
||||||||||||
2017
|
2016
|
2016
|
|||||||||||
Unaudited
|
Audited
|
||||||||||||
$ thousands
|
Explanation
|
||||||||||||
|
|
For the three months
ended March 31,
|
For the year ended December 31,
|
||||||||||||
2017
|
2016
|
2016
|
|||||||||||
Unaudited
|
Audited
|
||||||||||||
$ thousands
|
Explanation
|
||||||||||||
|
|
Loss attributable to the Company's shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
|||||||
Loss attributable to non-controlling interests
|
(985
|
)
|
(293
|
)
|
(3,957
|
)
|
The net income or loss attributable to non-controlling interests results mainly from the share of the non-controlling interests in the gain or loss recorded by RDC.
In the first quarter of 2017 and 2016, the loss attributable to non-controlling interests resulted mainly from the share of non-controlling interests in the gain or loss recorded by RDC, and from investments in new companies made by RDC in 2016.
In the first quarter of 2016, most of the loss was offset by financial income and gain from the change in value of the contingent consideration asset recorded by RDC in respect of the sale of Kyma.
|
||||||
Basic and diluted loss per share attributable to the Company's shareholders (in $)
|
(0.20
|
)
|
(0.17
|
)
|
(0.90
|
)
|
For the three months ended March 31,
|
|||||||||
2017
|
2016
|
||||||||
$ thousands
|
Explanation
|
||||||||
Corporate
|
1,061
|
857
|
The increase in the first quarter of 2017 compared with the first quarter of 2016 mainly resulted from an increase in salary expenses due to the termination of the Services Agreement with DIC, according to which Elron bears the employment costs of its employees from the beginning of 2017 (see section 1.2.4 above)
,
and from USD-NIS exchange rate fluctuations.
|
||||||
RDC
|
515
|
319
|
The increase in the first quarter of 2017 compared with the first quarter of 2016 mainly resulted from directors' fees which RDC commenced paying its shareholders (including Elron) in 2017, and from USD-NIS exchange rate fluctuations.
|
||||||
Pocared
|
2,365
|
2,519
|
The decrease in the first quarter of 2017 compared with the first quarter of 2016 was mainly due to the fact that the FDA trial which was stopped in March 2016 has not yet resumed as of the date of this report. Pocared is preparing to conduct the new trial during 2017.
|
||||||
Total
|
3,941
|
3,695
|
For the three months ended March 31,
|
|||||||||
2017
|
2016
|
||||||||
Unaudited
|
|||||||||
$ thousands
|
Explanation
|
||||||||
Loss
|
1,681
|
1,392
|
BrainsGate is in the development stage and has not yet commenced sales. BrainsGate's losses mainly result from research and development expenses. The increase in loss in the first quarter of 2017 compared with the first quarter of 2016 resulted mainly from the increase in the number of patients recruited for its FDA trial.
|
Elron Electronic Industries Ltd.
Part II
English Translation of Board of Directors Report
for the First Quarter of 2017
|
March 31,
2017
|
December 31,
2016
|
|||||||
Unaudited
|
Audited
|
|||||||
$ thousands
|
||||||||
Total assets in the consolidated statement of financial position
|
164,659
|
170,684
|
||||||
Current assets
|
96,152
|
102,370
|
||||||
Investments in associates and other companies
|
41,353
|
43,204
|
||||||
Long-term receivables
|
6,533
|
6,531
|
||||||
Intangible assets
|
17,438
|
17,438
|
||||||
Current liabilities
|
9,392
|
8,399
|
||||||
Long-term liabilities
|
621
|
694
|
||||||
Total liabilities
|
10,013
|
9,093
|
||||||
Equity including non-controlling interests
|
154,646
|
161,591
|
For the three months ended March 31, 2017
|
For the three months ended March 31, 2016
|
|||||||
Unaudited
|
||||||||
$ thousands
|
||||||||
Investments in Elron's and RDC's group companies (1)
|
(2,700
|
)
|
(6,397
|
)
|
Elron
|
RDC
|
|||||||||||||||
For the three months ended March 31,
|
||||||||||||||||
2017
|
2016
|
2017
|
2016
|
|||||||||||||
Unaudited
|
||||||||||||||||
$ thousands
|
||||||||||||||||
Consolidated Companies:
|
||||||||||||||||
Pocared
|
-
|
4,477
|
-
|
-
|
||||||||||||
-
|
4,477
|
-
|
-
|
|||||||||||||
Associates and Other Investments (1)
|
||||||||||||||||
Coramaze
|
921
|
-
|
-
|
-
|
||||||||||||
Notal Vision(2)
|
268
|
1,020
|
-
|
-
|
||||||||||||
Alcide
|
750
|
-
|
-
|
-
|
||||||||||||
Open Legacy
|
-
|
-
|
-
|
700
|
||||||||||||
Nitinotes
|
761
|
-
|
-
|
-
|
||||||||||||
Other
|
-
|
200
|
-
|
-
|
||||||||||||
2,700
|
1,220
|
-
|
700
|
|||||||||||||
Total investments
|
2,700
|
5,697
|
-
|
700
|
(1) |
Subsequent to the reporting date Elron invested in CartiHeal an amount of $1,733 thousand.
|
(2) |
Subsequent to the reporting date Elron invested in Notal Vision an additional amount of $628 thousand.
|
Cash flows used in operating activities
|
Liquid resources balance
|
|||||||||||||||
For the three months ended March 31, 2017
|
For the Three months ended March 31, 2016
|
As of
March 31,
2017
|
As of
December 31,
2016
|
|||||||||||||
Unaudited
|
Audited
|
|||||||||||||||
$ thousands
|
||||||||||||||||
BrainsGate
|
(1,494
|
)
|
(1,426
|
)
|
16,655
|
18,152
|
||||||||||
Pocared
|
(2,852
|
)
|
(2,440
|
)
|
6,736
|
9,727
|
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, 2017
Unaudited
|
2 | |
3-4 | |
5 | |
6 | |
7-9 | |
10-11 | |
12-19 | |
20 |
|
|
|
|
|
Kost Forer Gabbay & Kasierer
3 Amindav St.
|
Tel: +972-3-6232525
Fax: +972-3-5622555
|
|
PwC Israel
Trade Tower, 25 Hamered St.
|
Tel: +972-3-7954555
Fax: +972-3-7954556
|
Tel-Aviv 6706703, Israel
|
ey.com
|
|
Tel-Aviv 6812508, Israel
|
www.pwc.com/il
|
KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
|
Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member firm of PriceWaterhouseCoopers International Limited
|
March 31
|
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
20,914
|
41,387
|
27,176
|
|||||||||
Bank deposits
|
44,031
|
78,377
|
43,920
|
|||||||||
Other investments in securities
|
24,417
|
24,915
|
25,284
|
|||||||||
Other accounts receivable
|
6,790
|
1,145
|
5,990
|
|||||||||
96,152
|
145,824
|
102,370
|
||||||||||
Non‑current assets
|
||||||||||||
Investments in associates
|
21,389
|
13,485
|
23,508
|
|||||||||
Investments in other companies measured at fair value
|
19,964
|
20,415
|
19,696
|
|||||||||
Long-term receivables
|
6,533
|
10,949
|
6,531
|
|||||||||
Property, plant and equipment, net
|
1,182
|
1,046
|
1,141
|
|||||||||
Long-term bank deposits
|
2,001
|
-
|
-
|
|||||||||
Intangible assets
|
17,438
|
17,438
|
17,438
|
|||||||||
68,507
|
63,333
|
68,314
|
||||||||||
Total assets
|
164,659
|
209,157
|
170,684
|
March 31
|
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
712
|
239
|
440
|
|||||||||
Other accounts payable
|
8,680
|
4,795
|
7,959
|
|||||||||
9,392
|
5,034
|
8,399
|
||||||||||
Long-term liabilities
|
||||||||||||
Financial liabilities measured at fair value
|
621
|
564
|
694
|
|||||||||
Long term taxes
|
-
|
2,180
|
-
|
|||||||||
621
|
2,744
|
694
|
||||||||||
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
|
4,144
|
3,145
|
4,128
|
|||||||||
Accumulated deficit
|
(93,081
|
)
|
(50,115
|
)
|
(87,018
|
)
|
||||||
111,389
|
153,356
|
117,436
|
||||||||||
Non-controlling interests
|
43,257
|
48,023
|
44,155
|
|||||||||
Total equity
|
154,646
|
201,379
|
161,591
|
|||||||||
Total liabilities and equity
|
164,659
|
209,157
|
170,684
|
Eduardo Elsztain
|
Ari Bronshtein
|
Yaron Elad
|
||
Chairman of the Board of Directors
|
Chief Executive Officer
|
Vice President &
Chief Financial Officer
|
For the
|
||||||||||||
For the three months ended
March 31
|
year ended
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
(except for loss per share data)
|
||||||||||||
Income
|
||||||||||||
Gain (loss) from disposal and revaluation of investee companies and changes in holdings, net
|
33
|
557
|
(2,062
|
)
|
||||||||
Financial income
|
1,597
|
1,439
|
2,437
|
|||||||||
1,630
|
1,996
|
375
|
||||||||||
Expenses
|
||||||||||||
Research and development expenses
|
1,930
|
2,245
|
6,468
|
|||||||||
Selling and marketing expenses
|
35
|
77
|
337
|
|||||||||
General and administrative expenses
|
1,976
|
1,373
|
7,035
|
|||||||||
Equity in losses of associates, net
|
4,577
|
3,006
|
13,443
|
|||||||||
Financial expenses
|
56
|
340
|
383
|
|||||||||
Other expenses, net
|
8,635
|
7,058
|
29,910
|
|||||||||
Loss before taxes on income
|
(7,005
|
)
|
(5,062
|
)
|
(29,535
|
)
|
||||||
Taxes on income
|
(43
|
)
|
(142
|
)
|
(1,236
|
)
|
||||||
Loss
|
(7,048
|
)
|
(5,204
|
)
|
(30,771
|
)
|
||||||
Attributable to:
|
||||||||||||
The Company's shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
||||||
Non-controlling interests
|
(985
|
)
|
(293
|
)
|
(3,957
|
)
|
||||||
(7,048
|
)
|
(5,204
|
)
|
(30,771
|
)
|
|||||||
Loss per share attributable to the Company's shareholders (in $)
|
||||||||||||
Basic and diluted loss per share
|
(0.20
|
)
|
(0.17
|
)
|
(0.90
|
)
|
For the
|
||||||||||||
For the three months ended
March 31
|
year ended
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Loss
|
(7,048
|
)
|
(5,204
|
)
|
(30,771
|
)
|
||||||
Other comprehensive income (loss) (net of tax):
|
||||||||||||
Amounts that are classified or may be reclassified to profit or loss under certain conditions:
|
||||||||||||
Foreign currency translation differences for foreign operation
|
16
|
60
|
(81
|
)
|
||||||||
Total gain (loss) that would be reclassified to profit or loss under certain conditions
|
16
|
60
|
(81
|
)
|
||||||||
Total other comprehensive income (loss)
|
16
|
60
|
(81
|
)
|
||||||||
Total comprehensive loss
|
(7,032
|
)
|
(5,144
|
)
|
(30,852
|
)
|
||||||
Attributable to:
|
||||||||||||
Company's shareholders
|
(6,047
|
)
|
(4,851
|
)
|
(26,895
|
)
|
||||||
Non-controlling interests
|
(985
|
)
|
(293
|
)
|
(3,957
|
)
|
||||||
(7,032
|
)
|
(5,144
|
)
|
(30,852
|
)
|
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, 2017 (audited)
|
9,573
|
190,753
|
351
|
(1,192
|
)
|
(174
|
)
|
5,143
|
(87,018
|
)
|
117,436
|
44,155
|
161,591
|
|||||||||||||||||||||||||||
Total comprehensive income (loss)
|
-
|
-
|
-
|
-
|
16
|
-
|
(6,063
|
)
|
(6,047
|
)
|
(985
|
)
|
(7,032
|
)
|
||||||||||||||||||||||||||
Share-based payments in respect of awards issued by subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
||||||||||||||||||||||||||||||
Investment of non-controlling interests in consolidated company
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
85
|
85
|
||||||||||||||||||||||||||||||
Balance at March 31, 2017
|
9,573
|
190,753
|
351
|
(1,192
|
)
|
(158
|
)
|
5,143
|
(93,081
|
)
|
111,389
|
43,257
|
154,646
|
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 translation
differences
|
Capital reserve from transactions
with non-controlling interests
|
Accumulated deficit
|
Total
|
Non- controlling interests
|
Total equity
|
|||||||||||||||||||||||||||||||
Audited
|
||||||||||||||||||||||||||||||||||||||||
$ thousands
|
||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2016
|
9,573
|
190,753
|
351
|
(1,192
|
)
|
(93
|
)
|
4,019
|
(45,204
|
)
|
158,207
|
48,195
|
206,402
|
|||||||||||||||||||||||||||
Total comprehensive loss
|
-
|
-
|
-
|
-
|
(81
|
)
|
-
|
(26,814
|
)
|
(26,895
|
)
|
(3,957
|
)
|
(30,852
|
)
|
|||||||||||||||||||||||||
Dividend to equity holders of the Company
|
-
|
-
|
-
|
-
|
-
|
-
|
(15,000
|
)
|
(15,000
|
)
|
-
|
(15,000
|
)
|
|||||||||||||||||||||||||||
Share-based payments in respect of awards issued by subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
73
|
73
|
||||||||||||||||||||||||||||||
Investment in Pocared by RDC
|
-
|
-
|
-
|
-
|
-
|
1,124
|
-
|
1,124
|
(1,124
|
)
|
-
|
|||||||||||||||||||||||||||||
Investment of non-controlling interests in consolidated company
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
968
|
968
|
||||||||||||||||||||||||||||||
Balance at December 31, 2016
|
9,573
|
190,753
|
351
|
(1,192
|
)
|
(174
|
)
|
5,143
|
(87,018
|
)
|
117,436
|
44,155
|
161,591
|
For the
|
||||||||||||
For the three months ended
March 31
|
year ended
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Loss
|
(7,048
|
)
|
(5,204
|
)
|
(30,771
|
)
|
||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Adjustment to the profit or loss items:
|
||||||||||||
Depreciation and amortization
|
99
|
76
|
518
|
|||||||||
Financial income, net
|
(1,853
|
)
|
(1,166
|
)
|
(2,047
|
)
|
||||||
Stock based compensation and changes in liability in respect of options
|
2
|
(60
|
)
|
73
|
||||||||
Change in fair value of financial liabilities measured at fair value
|
(73
|
)
|
(129
|
)
|
(490
|
)
|
||||||
Loss (gain) from disposal and revaluation of investee companies and changes in holdings, net
|
(33
|
)
|
(557
|
)
|
2,062
|
|||||||
Equity in losses of associates, net
|
4,577
|
3,006
|
13,443
|
|||||||||
Taxes on income
|
43
|
142
|
1,236
|
|||||||||
Other
|
(6
|
)
|
73
|
82
|
||||||||
2,756
|
1,385
|
14,877
|
||||||||||
Changes in Assets and Liabilities:
|
||||||||||||
Increase in other accounts receivable
|
(722
|
)
|
(245
|
)
|
(143
|
)
|
||||||
Increase (decrease) in trade payables
|
272
|
(206
|
)
|
(5
|
)
|
|||||||
Increase (decrease) in other accounts payable
|
678
|
(914
|
)
|
649
|
||||||||
228
|
(1,365
|
)
|
501
|
|||||||||
Cash paid and received during the period for:
|
||||||||||||
Taxes paid
|
-
|
-
|
(1,692
|
)
|
||||||||
Interest received
|
193
|
294
|
1,275
|
|||||||||
193
|
294
|
(417
|
)
|
|||||||||
Net cash used in operating activities
|
(3,871
|
)
|
(4,890
|
)
|
(15,810
|
)
|
For the
|
||||||||||||
For the three months ended
March 31
|
year ended
December 31
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from investment activities
|
||||||||||||
Purchase of property and equipment
|
(140
|
)
|
(94
|
)
|
(631
|
)
|
||||||
Investment in associates and other companies
|
(2,708
|
)
|
(1,920
|
)
|
(25,021
|
)
|
||||||
Proceeds from sale of associates and other companies
|
49
|
4
|
71
|
|||||||||
Sale of other investments in securities, net
|
999
|
2,822
|
2,822
|
|||||||||
Withdrawal (investment) of deposits, net
|
(1,517
|
)
|
(7,474
|
)
|
26,879
|
|||||||
Net cash provided by (used in) investment activities
|
(3,317
|
)
|
(6,662
|
)
|
4,120
|
|||||||
Cash flows from financing activities
|
||||||||||||
Dividend paid to the Company's shareholders
|
-
|
-
|
(15,000
|
)
|
||||||||
Investment of non-controlling interests in subsidiaries
|
85
|
523
|
1,815
|
|||||||||
Net cash provided by (used in) financing activities
|
85
|
523
|
(13,185
|
)
|
||||||||
Exchange rate differences in respect of cash and cash equivalents
|
841
|
465
|
100
|
|||||||||
Decrease in cash and cash equivalents
|
(6,262
|
)
|
(10,564
|
)
|
(24,775
|
)
|
||||||
Cash and cash equivalents as of beginning of the period
|
27,176
|
51,951
|
51,951
|
|||||||||
Cash and cash equivalents as of end of the period
|
20,914
|
41,387
|
27,176
|
A. |
Cartiheal
CartiHeal (2009) Ltd. ("CartiHeal") is developing an implant for repair of articular cartilage and osteochondral defects. As of the reporting date, Elron held approximately 35% of CartiHeal's outstanding shares, and the investment in CartiHeal is accounted for under the equity method of accounting.
|
B. |
Coramaze
|
C. |
Open Legacy
|
D. |
Alcide
|
E. |
Secdo
|
F. |
Nitinotes
|
G. |
Notal
|
H. |
Services Agreement with DIC and its termination
|
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, 2017
(unaudited) |
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
16,823
|
59
|
16,882
|
2,384
|
3,738
|
6,122
|
10,760
|
-
|
||||||||||||||||||||||||
As of March 31, 2016
(unaudited) |
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
7,052
|
71
|
7,123
|
2,246
|
1,688
|
3,934
|
3,189
|
-
|
||||||||||||||||||||||||
As of December 31, 2016
(audited) |
||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
18,320
|
62
|
18,382
|
2,285
|
3,739
|
6,024
|
12,358
|
-
|
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, 2017 (unaudited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
-
|
-
|
(1,936
|
)
|
(1,681
|
)
|
(1,681
|
)
|
(1,681
|
)
|
-
|
-
|
(1,681
|
)
|
||||||||||||||||||||||
For the three months period ended March 31, 2016 (unaudited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
-
|
-
|
(1,390
|
)
|
(1,392
|
)
|
(1,392
|
)
|
(1,392
|
)
|
-
|
-
|
(1,392
|
)
|
||||||||||||||||||||||
For the year ended December 31, 2016 (audited)
|
||||||||||||||||||||||||||||||||||||
BrainsGate Ltd.
|
-
|
-
|
(5,690
|
)
|
(7,090
|
)
|
(7,090
|
)
|
(7,090
|
)
|
-
|
-
|
(7,090
|
)
|
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, 2017
|
||||||||||||
Unaudited
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Investments in other companies measured at fair value
|
-
|
-
|
19,964
|
|||||||||
Other investments in securities
|
-
|
24,417
|
-
|
|||||||||
Other accounts receivable
|
-
|
-
|
7,837
|
|||||||||
-
|
24,417
|
27,801
|
||||||||||
Financial liabilities measured at fair value through profit or loss:
|
-
|
-
|
621
|
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
|
-
|
24,915
|
-
|
|||||||||
Other accounts receivable
|
-
|
-
|
7,304
|
|||||||||
-
|
24,915
|
27,719
|
||||||||||
Financial liabilities measured at fair value through profit or loss:
|
-
|
-
|
564
|
As of December 31, 2016
|
||||||||||||
Audited
|
||||||||||||
Level 1
|
Level 2
|
Level 3
|
||||||||||
Investments in other companies measured at fair value
|
-
|
-
|
19,696
|
|||||||||
Other investments in securities
|
-
|
25,284
|
-
|
|||||||||
Other accounts receivable
|
-
|
-
|
7,837
|
|||||||||
-
|
25,284
|
27,533
|
||||||||||
Financial liabilities measured at fair value through profit or loss:
|
-
|
-
|
694
|
Financial assets measured at fair value
|
Financial liabilities measured at fair value
|
|||||||
Balance as of January 1, 2017 (audited)
|
27,533
|
(694
|
)
|
|||||
Total recognized income in profit or loss (*)
|
-
|
73
|
||||||
Investment
|
268
|
-
|
||||||
Balance as of March 31, 2017 (unaudited)
|
27,801
|
(621
|
)
|
|||||
Financial assets measured at fair value
|
Financial liabilities measured at fair value
|
|||||||
Balance as of January 1, 2017 (audited)
|
26,135
|
(351
|
)
|
|||||
Total recognized income in profit or loss
|
564
|
129
|
||||||
Investment of non-controlling interests in consolidated company
|
-
|
(342
|
)
|
|||||
Investment
|
1,020
|
-
|
||||||
Balance as of March 31, 2017 (unaudited)
|
27,719
|
(564
|
)
|
Financial assets measured at fair value
|
Financial liabilities measured at fair value
|
|||||||
Audited
|
||||||||
Balance as of January 1, 2016
|
26,135
|
(351
|
)
|
|||||
Total recognized income (loss) in profit or loss
|
(2,126
|
)
|
490
|
|||||
Investment of non-controlling interests in consolidated company
|
-
|
(833
|
)
|
|||||
Investment
|
3,524
|
-
|
||||||
Balance as of December 31, 2016
|
27,533
|
(649
|
)
|
C. |
Valuation techniques
|
A. |
Details relating to investments in the interim consolidated financial statements as of March 31, 2017 (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)
|
2017
|
||||||||||||||||||||||
%
|
$ thousands
|
|||||||||||||||||||||||||||
Investments in investee companies
|
||||||||||||||||||||||||||||
Subsidiaries:
|
||||||||||||||||||||||||||||
Pocared Diagnostics Ltd.
|
55.05
|
11.64
|
66.69
|
60.88
|
66.41
|
58.65
|
17,372
|
|||||||||||||||||||||
Associates:
|
||||||||||||||||||||||||||||
BrainsGate Ltd.
|
29.82
|
-
|
29.82
|
29.82
|
26.61
|
26.61
|
2,826
|
|||||||||||||||||||||
Cartiheal (2009) Ltd.
|
34.85
|
-
|
34.85
|
34.85
|
28.21
|
28.21
|
3,156
|
|||||||||||||||||||||
Coramaze technologies GmbH
|
31.12
|
-
|
31.12
|
31.12
|
31.12
|
31.12
|
2,085
|
|||||||||||||||||||||
Cloudyn Software Ltd.
|
-
|
39.53
|
39.53
|
19.80
|
33.50
|
16.78
|
3,478
|
|||||||||||||||||||||
SixGill Ltd.
|
21.99
|
-
|
21.99
|
21.99
|
24.65
|
24.65
|
1,264
|
|||||||||||||||||||||
SecuredTouch Inc.
|
-
|
29.07
|
29.07
|
14.57
|
24.64
|
12.35
|
1,412
|
|||||||||||||||||||||
Alcide IO Ltd.
|
26.39
|
-
|
29.39
|
26.39
|
22.92
|
22.92
|
1,297
|
|||||||||||||||||||||
M.G. Therapeutics Ltd.
|
17.00
|
-
|
17.00
|
17.00
|
22.63
|
22.63
|
-
|
|||||||||||||||||||||
Plymedia Israel (2006) Ltd.
|
23.33
|
-
|
23.33
|
23.33
|
17.97
|
17.97
|
-
|
|||||||||||||||||||||
Audioburst Ltd.
|
10.88
|
-
|
10.88
|
10.88
|
9.25
|
9.25
|
-
|
|||||||||||||||||||||
Open Legacy Technologies Ltd.
|
-
|
39.32
|
39.32
|
19.70
|
33.65
|
16.86
|
2,178
|
|||||||||||||||||||||
IronScales Ltd.
|
-
|
27.03
|
27.03
|
13.54
|
30.00
|
15.03
|
-
|
|||||||||||||||||||||
SinuSafe Ltd.
|
21.90
|
-
|
21.90
|
21.90
|
19.74
|
19.74
|
76
|
|||||||||||||||||||||
Nitiniotes Ltd.
|
23.75
|
-
|
23.75
|
23.75
|
21.29
|
21.29
|
1,153
|
|||||||||||||||||||||
Cyber Secdo Ltd.
|
-
|
21.66
|
21.66
|
10.85
|
19.05
|
9.54
|
2,439
|
|||||||||||||||||||||
Other investments:
|
||||||||||||||||||||||||||||
Notal Vision Inc.
|
21.11
|
-
|
21.11
|
21.11
|
17.59
|
17.59
|
15,268
|
|||||||||||||||||||||
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 multiplied by 50.10%. (Elron's holding rate in RDC).
|
Elron Electronic Industries Ltd.
English Translation of
Financial Data from the
Interim Consolidated Financial Statements
Attributable to the Company
As of
March 31, 2017
Unaudited
|
Page
|
|
2
|
|
3
|
|
4-5
|
|
6
|
|
7 | |
8-9
|
|
10
|
|
|
Kost Forer Gabbay & Kasierer
3 Amindav St.
Tel-Aviv 6706703, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
PwC Israel
Trade Tower, 25 Hamered St.
Tel-Aviv 6812508, Israel
|
Tel: +972-3-7954555
Fax: +972-3-7954556
www.pwc.com/il
|
Re: |
¡ |
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,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
6,124
|
9,161
|
8,701
|
|||||||||
Bank deposits
|
-
|
34,237
|
-
|
|||||||||
Other investments in securities
|
24,417
|
24,915
|
25,284
|
|||||||||
Other accounts receivable
|
3,250
|
635
|
3,032
|
|||||||||
33,791
|
68,948
|
37,017
|
||||||||||
Non‑current assets
|
||||||||||||
Investments in subsidiaries and associates, net
|
109,119
|
140,132
|
139,288
|
|||||||||
Investments in other companies measured at fair value
|
19,676
|
20,127
|
19,408
|
|||||||||
Long-term receivables
|
269
|
2,340
|
269
|
|||||||||
Property, plant and equipment, net
|
23
|
8
|
25
|
|||||||||
129,087
|
162,607
|
158,990
|
||||||||||
Total assets
|
162,878
|
231,555
|
196,007
|
March 31,
|
December 31,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
470
|
79
|
192
|
|||||||||
Other accounts payable
|
4,013
|
1,904
|
3,730
|
|||||||||
4,483
|
1,983
|
3,922
|
||||||||||
Long-term liabilities
|
||||||||||||
Other long term liabilities (Note 2)
|
47,006
|
76,216
|
74,649
|
|||||||||
47,006
|
76,216
|
74,649
|
||||||||||
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
|
4,144
|
3,145
|
4,128
|
|||||||||
Accumulated deficit
|
(93,081
|
)
|
(50,115
|
)
|
(87,018
|
)
|
||||||
Total equity
|
111,389
|
153,356
|
117,436
|
|||||||||
162,878
|
231,555
|
196,007
|
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,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Income
|
||||||||||||
Financial income (Note 2)
|
271
|
159
|
1,029
|
|||||||||
Expenses
|
||||||||||||
General and administrative expenses
|
1,061
|
856
|
4,245
|
|||||||||
Financial expenses (Note 2)
|
2,742
|
2,591
|
1,049
|
|||||||||
Other expenses, net
|
61
|
17
|
2,238
|
|||||||||
3,864
|
3,464
|
7,532
|
||||||||||
(3,593
|
)
|
(3,305
|
)
|
(6,503
|
)
|
|||||||
Gain (loss) from disposal of subsidiaries and associates, revaluation of investee companies and changes in holdings, net
|
9
|
41
|
(2,523
|
)
|
||||||||
Company's share of loss of subsidiaries and associates
|
(2,479
|
)
|
(1,647
|
)
|
(16,726
|
)
|
||||||
Loss before taxes on income
|
(6,063
|
)
|
(4,911
|
)
|
(25,752
|
)
|
||||||
Taxes on income
|
-
|
-
|
(1,062
|
)
|
||||||||
Loss attributable to the Company's shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
For the three months ended
March 31,
|
For the
year ended
December 31,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Loss attributable to the Company's shareholders
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
||||||
Other comprehensive income (loss) (net of tax):
|
||||||||||||
Amounts that are classified or may be reclassified to profit or loss under certain conditions:
|
||||||||||||
Foreign currency translation differences for foreign operation
|
16
|
60
|
(81
|
)
|
||||||||
Total income (loss) that would be reclassified to profit or loss
under certain conditions
|
16
|
60
|
(81
|
)
|
||||||||
Total other comprehensive income (loss) attributable to the Company
|
16
|
60
|
(81
|
)
|
||||||||
Total comprehensive loss attributable to the Company's shareholders
|
(6,047
|
)
|
(4,851
|
)
|
(26,895
|
)
|
For the three months ended
March 31,
|
For the
year ended
December 31,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from operating activities
|
||||||||||||
Loss attributable to the Company
|
(6,063
|
)
|
(4,911
|
)
|
(26,814
|
)
|
||||||
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
|
2,479
|
1,647
|
16,726
|
|||||||||
Depreciation
|
2
|
2
|
-
|
|||||||||
Financial income, net
|
(263
|
)
|
(67
|
)
|
(1,371
|
)
|
||||||
Taxes on income
|
-
|
-
|
1,062
|
|||||||||
Loss (gain) from disposal and revaluation of investee companies and changes in holdings, net
|
(9
|
)
|
(41
|
)
|
2,523
|
|||||||
Other
|
(371
|
)
|
(259
|
)
|
(189
|
)
|
||||||
1,838
|
1,282
|
18,751
|
||||||||||
Changes in assets and liabilities of the Company:
|
||||||||||||
Decrease (increase) in other accounts receivable
|
(256
|
)
|
(229
|
)
|
81
|
|||||||
Increase (decrease) in trade payables
|
278
|
(8
|
)
|
105
|
||||||||
Increase (decrease) in other accounts payable
|
283
|
(1,006
|
)
|
1,400
|
||||||||
Increase (decrease) in other long term liabilities
|
(27,643
|
)
|
2,656
|
1,089
|
||||||||
(27,338
|
)
|
1,413
|
2,675
|
|||||||||
Cash received during the period for:
|
||||||||||||
Taxes paid
|
-
|
-
|
(1,642
|
)
|
||||||||
Interest received
|
131
|
118
|
876
|
|||||||||
131
|
118
|
(766
|
)
|
|||||||||
Net cash used in operating activities
|
(31,432
|
)
|
(2,098
|
)
|
(6,154
|
)
|
For the three months ended
March 31,
|
For the
year ended
December 31,
|
|||||||||||
2017
|
2016
|
2016
|
||||||||||
Unaudited
|
Audited
|
|||||||||||
$ thousands
|
||||||||||||
Cash flows from investment activities
|
||||||||||||
Purchase of property and equipment
|
-
|
-
|
(15
|
)
|
||||||||
Investment in associates and subsidiaries
|
(2,708
|
)
|
(5,697
|
)
|
(21,525
|
)
|
||||||
Proceeds from sale of investments in associates and subsidiaries
|
47
|
4
|
28
|
|||||||||
Sale of (investment in) other investments in securities, net
|
999
|
(1,970
|
)
|
(1,970
|
)
|
|||||||
Withdrawal of bank deposits, net
|
-
|
5,027
|
39,442
|
|||||||||
Dividend received (Note 2)
|
30,517
|
-
|
-
|
|||||||||
Net cash provided by (used in) investment activities
|
28,855
|
(2,636
|
)
|
15,960
|
||||||||
Cash flows from financing activities
|
||||||||||||
Dividend paid to the Company's shareholders
|
-
|
-
|
(15,000
|
)
|
||||||||
Net cash used in financing activities
|
-
|
-
|
(15,000
|
)
|
||||||||
Decrease in cash and cash equivalents
|
(2,577
|
)
|
(4,734
|
)
|
(5,194
|
)
|
||||||
Cash and cash equivalents as of beginning of the period
|
8,701
|
13,895
|
13,895
|
|||||||||
Cash and cash equivalents as of end of the period
|
6,124
|
9,161
|
8,701
|
1. |
General
|
2. |
Other long term liabilities
|
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 2017 (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 2017 (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, 2017
|
||||||||
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, 2017 (1 USD = 3.632 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)
|
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)
|
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)
|
110,925 |
(2) Cash and cash equivalents, marketable securities and short-term deposits based on the Company's consolidated Statements (NIS in thousands)
|
324,564 |
1 Year Elron Ventures (CE) Chart |
1 Month Elron Ventures (CE) Chart |
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