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MWE Mti Wireless Edge Ltd.

42.00
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mti Wireless Edge Ltd. LSE:MWE London Ordinary Share IL0010958762 ORD ILS0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 42.00 41.00 43.00 42.00 42.00 42.00 30 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Communications Equip, Nec 45.63M 4.05M 0.0458 9.17 37.13M

MTI Wireless Edge Limited Financial results for Q1 2018 (8911N)

14/05/2018 7:00am

UK Regulatory


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TIDMMWE

RNS Number : 8911N

MTI Wireless Edge Limited

14 May 2018

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

14 May 2018

MTI Wireless Edge Ltd

("MTI" or the "Company")

Financial results for Q1 2018

MTI Wireless Edge Ltd. (AIM: MWE), a market leader in the manufacture of flat panel antennas for fixed wireless broadband and a wireless irrigation solutions provider, today announces its unaudited results for the three months ended 31 March 2018.

Highlights:

   --     Revenues decreased by less than 1% year-on-year to $6.16m (Q1 2017: $6.21m) 
   --     Profit before tax decreased year-on-year to $166,000 (2017: $233,000) 

-- Earnings per share doubled year-on-year to 0.91 US cents (2017: 0.43 US cents), due to a large tax income credit.

   --     Cash flow from operations tripled to $1.6m (2017: $0.5m). 

-- Shareholder's equity grew during the period to $20.6m (31 December 2017: $20.1m), equivalent to 27.5 pence per share*.

* Calculated at GBP/$ rate of 1.35

Dov Feiner, CEO of MTI Wireless, commented:

"During the first quarter of 2018 we continued to see good progress in meeting our internal goals in both segments of our business. In our wireless controller segment, via Mottech, we see opportunities to grow the business in the various geographical areas we are now focusing on, including North America and China. In the antenna segment we continue to see good demand in our military, RFID and Millimetre Wave solutions. Given the current orderbook and pipeline of opportunities in both segments, we have a strong belief that our growth will continue in 2018 and beyond.

We finished the first quarter with operational profits below last year's equivalent profit, but this was due to us taking a calculated long term view of the business and increasing the investment in development and sales efforts. We believe that during the reminder of the year we will achieve our goal of increasing revenue and profits year on year.

Pleasingly our EPS has doubled in the first quarter due to large tax credit relating to future tax relief that we are entitled to in our operation in India. This is a result of a change in the tax regime which has allowed us to reduce our tax liability.

We have recently announced a proposed amalgamation with MTI Computers & Software Services (1982) Ltd, our parent company, and are progressing this transaction. We believe the transaction to be in the best interests of all shareholders and we are working to complete it as quickly as possible. Further announcements about the merger will be made as appropriate".

For further information please contact:

 
 MTI Wireless Edge Ltd Dov Feiner, CEO Moni    http://www.mtiwe.com/ 
  Borovitz, Financial Director                  +972 3 900 8900 
 Nomad and Joint Broker Allenby Capital 
  Limited Nick Naylor Alex Brearley                 +44 20 3328 5656 
 Joint Broker 
  Peterhouse Corporate Finance Limited Lucy 
  Williams Eran Zucker                              +44 20 7469 0930 
 

About MTI Wireless Edge

MTI is engaged in the development, production and marketing of high quality, low cost, flat panel antennas for commercial and for military applications. Commercial applications include: WiMAX; wireless networking; RFID readers; and broadband wireless access. With over 40 years' experience MTI supplies 100KHz to 90GHz antennas (including directional antennas and omni directional) for outdoor and indoor deployments, including smart antennas for WiMAX, Wi-Fi, public safety, RFID and base stations and terminals for the utility market. Military applications includes a wide range of broadband, tactical and specialized communications antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide.

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

INTERIM CONSOLIDATED STATEMENTS

OF COMPREHENSIVE INCOME

 
                                                                       Year ended 
                                           Three month period ended      December 
                                                   March 31,               31, 
                                          --------------------------  ------------- 
                                              2018          2017          2017 
                                          ------------  ------------  ------------- 
                                                     U.S. $ in thousands 
                                          ----------------------------------------- 
                                                  Unaudited 
                                          --------------------------  ------------- 
 
Revenues                                       6,156         6,211         26,376 
Cost of sales                                  3,826         3,754         16,828 
                                          ------------  ------------  ------------- 
 
   Gross profit                                2,330         2,457          9,548 
Research and development expenses               294           249            927 
Distribution expenses                          1,018          948           3,796 
General and administrative expenses             769           814           3,216 
loss from sale of property, plant 
 and equipment                                   -             -              6 
                                          ------------  ------------  ------------- 
 
   Profit from operations                       249           446           1,603 
Finance expense                                  86           220            216 
Finance income                                   3             7             242 
                                          ------------  ------------  ------------- 
 
   Profit before income tax                    166            233           1,629 
Tax (income) expense                           (308)           13            320 
                                          ------------  ------------  ------------- 
 
   Profit                                       474           246           1,309 
                                          ------------  ------------  ------------- 
 Other comprehensive income net of 
  tax: 
Items that will not be reclassified 
 to profit or loss: 
Re-measurement of defined benefit 
 plans                                           -             -            12 
                                          ------------  ------------  ------------- 
                                                 -             -            12 
                                          ------------  ------------  ------------- 
 Items that may be reclassified to 
  profit or loss: 
Adjustment arising from translation 
 of financial statements of foreign 
 operations                                      23           242            61 
                                          ------------  ------------  ------------- 
                                                 23           242            61 
                                          ------------  ------------  ------------- 
Total other comprehensive income                 23           242            73 
                                          ------------  ------------  ------------- 
 
   Total comprehensive income                   497           488           1,382 
                                          ============  ============  ============= 
 
Profit attributable to: 
Owners of the parent                            486           224           1,250 
Non-controlling interest                        (12)           22            59 
                                          ------------  ------------  ------------- 
 
                                                474           246           1,309 
                                          ============  ============  ============= 
Total comprehensive income attributable 
 to: 
Owners of the parent                            509           466           1,323 
Non-controlling interest                        (12)           22            59 
                                          ------------  ------------  ------------- 
 
                                                497           488           1,382 
                                          ============  ============  ============= 
 
Earnings per share (dollars) 
Basic                                          0.0091        0.0043        0.0236 
                                          ============  ============  ============= 
Diluted                                        0.0090        0.0042        0.0234 
                                          ============  ============  ============= 
 
Weighted average number of shares 
 outstanding 
Basic                                       53,624,318    51,837,468     52,866,352 
                                          ============  ============  ============= 
Diluted                                     54,076,697    52,679,854     53,309,196 
                                          ============  ============  ============= 
 
 

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the three month period ended March 31, 2018 (Unaudited):

 
                                     Attributed to owners of the parent 
                   ----------------------------------------------------------------------- 
                                                       Adjustment 
                                                         arising 
                                                          from 
                                           Capital     translation 
                                           Reserve         of                    Total 
                                             for        financial             attributable 
                             Additional  share-based   statements              to owners 
                    Share      paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                   capital     capital   transactions  operations   earnings     parent         interest      equity 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                           U.S. $ in thousands 
 
Balance at 
 January 1, 2018       114      15,343         352             105     4,212        20,126              383     20,509 
 
Changes during 
the Three month 
period 
ended March 31, 
2018: 
   Comprehensive 
   income 
   Profit for the 
    period              -          -            -                -       486           486             (12)        474 
   Other 
   comprehensive 
   income 
   Translation 
    differences         -          -            -               23         -            23                -         23 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income for 
    the 
    period              -          -            -               23       486           509             (12)        497 
   Share based 
    payment             -          -            6                -         -             6                -          6 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
       Balance at 
        March 31, 
        2018           114      15,343         358             128     4,698        20,641              371     21,012 
                   ========  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

(*) less than one thousand dollars

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY (CONT.)

For the three month period ended March 31, 2017 (Unaudited):

 
                                     Attributed to owners of the parent 
                   ----------------------------------------------------------------------- 
                                                       Adjustment 
                                                         arising 
                                                          from 
                                           Capital     translation 
                                           Reserve         of                    Total 
                                             for        financial             attributable 
                             Additional  share-based   statements              to owners 
                    Share      paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                   capital     capital   transactions  operations   earnings     parent         interest      equity 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                           U.S. $ in thousands 
 
Balance at 
 January 1, 2017        109      14,964           323           44     3,468        18,908              324     19,232 
 
Changes during 
the three months 
ended March 31, 
2017: 
   Comprehensive 
   income 
   Profit for the 
    period                -           -             -            -       224           224               22        246 
   Other 
   comprehensive 
   income 
   Translation 
    differences           -           -             -          242         -           242                -        242 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income for 
    the 
    period                -           -             -          242       224           466               22        488 
   Exercise of 
    options to 
    share capital         *           7           (*)            -         -             7                -          7 
   Share based 
    payment               -           -             7            -         -             7                -          7 
                   --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
       Balance at 
        March 31, 
        2017            109      14,971           330          286     3,692        19,388              346     19,734 
                   ========  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

(*) less than one thousand dollars

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY (CONT.)

   For the year ended December 31, 2017    : 
 
                                        Attributable to owners of the parent 
                       ----------------------------------------------------------------------- 
                                               Capital 
                                               Reserve                               Total 
                                                 from                             attributable 
                                 Additional  share-based                           to owners 
                        Share      paid-in     payment     Translation  Retained     of the     Non-controlling    Total 
                       capital     capital   transactions  differences  earnings     parent         interest      equity 
                       --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                               U.S. $ in thousands 
                       --------------------------------------------------------------------------------------------------- 
 
Balance as at January 
 1, 2017                   109      14,964         323          44         3,468      18,908           324         19,232 
 
Changes during 2017: 
       Comprehensive 
       income 
   Profit for the 
    year                   -          -            -            -         1,250       1,250            59          1,309 
       Other 
       comprehensive 
       income 
   Re measurements on 
    defined benefit 
    plans                  -          -            -            -          12          12              -             12 
   Translation 
    differences            -          -            -            61          -           61             -             61 
                       --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income for the 
    year                   -          -            -            61        1,262       1,323            59          1,382 
   Exercise of 
    options to share 
    capital                2         99           (*)           -           -          101             -            101 
   Dividend                3         280           -            -         (518)       (235)            -           (235) 
   Share based 
    payment                -          -            29           -           -           29             -              29 
                       --------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
       Balance as at 
        December 31, 
        2017               114      15,343         352          105        4,212      20,126           383          20,509 
                       ========  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 
 

(*) less than one thousand dollars

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

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                     31.03.2018  31.03.2017  31.12.2017 
                                     ----------  ----------  ---------- 
                                            U.S. $ in thousands 
                                     ---------------------------------- 
                                           Unaudited 
                                     ----------------------  ---------- 
       ASSETS 
CURRENT ASSETS: 
    Cash and cash equivalents           3,963       4,926       2,642 
    Other current financial assets      2,021         -         2,011 
    Trade receivables                   7,932       9,122       8,988 
    Other receivables                    389         630         850 
    Current tax receivables              307         540         360 
    Inventories                         4,963       4,151       5,281 
                                     ----------  ----------  ---------- 
 
                                        19,575      19,369      20,132 
                                     ----------  ----------  ---------- 
 
 
NON-CURRENT ASSETS: 
    Long term prepaid expenses            22          39          34 
    Property, plant and equipment       5,288       5,340       5,302 
    Investment property                  603         625         609 
    Deferred tax assets                  603         597         582 
    Intangible assets                    185         294         212 
    Goodwill                             573         573         573 
                                     ----------  ----------  ---------- 
 
                                        7,274       7,468       7,312 
                                     ----------  ----------  ---------- 
 
 
 
         Total assets                   26,849      26,837      27,444 
                                     ==========  ==========  ========== 
 
 

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

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                                  31.03.2018  31.03.2017   31.12.2017 
                                                  ----------  ----------   ---------- 
                                                          U.S. $ In thousands 
                                                  ----------------------------------- 
                                                        Unaudited 
                                                  ----------------------  ----------- 
       LIABILITIES AND EQUITY 
CURRENT LIABILITIES: 
    Current maturities and short term bank 
     credit and loans                                 840         994          848 
    Trade payables                                   1,832       2,036        2,239 
    Other accounts payables                          1,936       2,071        2,322 
   Current tax payables                                8           56          114 
                                                  ----------  ----------  ----------- 
 
                                                     4,616       5,157        5,523 
                                                  ----------  ----------  ----------- 
 
NON- CURRENT LIABILITIES: 
    Loans from banks, net of current maturities       737        1,505         935 
   Employee benefits, net                             484         441          477 
                                                  ----------  ----------  ----------- 
 
                                                     1,221       1,946        1,412 
                                                  ----------  ----------  ----------- 
 
         Total liabilities                           5,837       7,103        6,935 
                                                  ----------  ----------  ----------- 
 
EQUITY 
   Equity attributable to owners of the parent 
    Share capital                                     114         109          114 
   Additional paid-in capital                        15,343      14,971       15,343 
   Capital reserve from share-based payment 
    transactions                                      358         330          352 
   Translation differences                            128         286          105 
   Retained earnings                                 4,698       3,692        4,212 
                                                  ----------  ----------  ----------- 
 
                                                     20,641      19,388      20,126 
 
   Non-controlling interest                           371         346          383 
                                                  ----------  ----------  ----------- 
 
         Total equity                                21,012      19,734      20,509 
                                                  ----------  ----------  ----------- 
 
 
         Total equity and liabilities                26,849      26,837      27,444 
                                                  ==========  ==========  =========== 
 
 
 
 
       May 13, 2018 
-------------------------  ---------------  -----------------  ------------------------ 
     Date of approval       Moshe Borovitz      Dov Feiner           Zvi Borovitz 
  of financial statements    Chief Finance    Chief Executive    Non-executive Chairman 
                               Director           Officer 
 

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

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 
                                                                                               Year ended 
                                                                  Three months period ended     December 
                                                                          March 31,                31, 
                                                                 ---------------------------   ---------- 
                                                                     2018           2017          2017 
                                                                 -------------  ------------  ------------- 
                                                                           U.S. $ in thousands 
                                                                 ---------------------------------------- 
                                                                          Unaudited 
                                                                 ---------------------------  ------------- 
Cash Flows from Operating Activities: 
   Profit for the period                                                474            246         1,309 
   Adjustments for: 
       Depreciation and amortization                                    145            164          637 
       Loss (gain) from investments in financial 
        assets                                                          (16)           77            - 
       Loss from sale of property, plant and equipment                   -              -            6 
       Equity settled share-based payment expense                        6              7            29 
       Finance expenses, net                                             17            28            162 
       Income tax expense (benefit)                                    (308)          (13)           320 
   Changes in operating assets and liabilities: 
       Decrease (increase) in inventories                               330            870         (269) 
       Decrease (increase) in trade receivables                        1,062          (839)        (879) 
       Decrease (increase) in other accounts receivables 
        and prepaid expenses                                            472            121          (88) 
       Increase (decrease) in trade and other 
        accounts payables                                     4        (782)          (51)           396 
       Increase in employee benefits, net                                7             35            84 
       Interest received                                                 -              -            22 
       Interest paid                                                    (17)          (28)         (109) 
       Income tax received (paid)                                       233           (114)        (190) 
                                                                 -------------  ------------  ----------- 
 
            Net cash provided by operating activities                  1,623           503         1,430 
                                                                 -------------  ------------  ----------- 
 
 
 
 

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

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS (cont.)

 
                                                                                       Year ended 
                                                     Three months period                 December 
                                                        ended March 31,                    31, 
                                                ------------------------------         ----------- 
                                                       2018            2017               2017 
                                                -------------------  ---------         ----------- 
                                                               U.S. $ in thousands 
                                                -------------------------------------------------- 
                                                     Unaudited 
                                                -------------------             ----- 
Cash Flows From Investing Activities: 
   Purchase of investments in financial 
    assets, net                                            -               -               (2,000) 
   Proceeds from sale of property, plant 
    and equipment                                          -               -                 100 
   Purchase of property, plant and equipment             (100)            (8)               (447) 
                                                -------------------  ---------         ----------- 
 
       Net cash used in investing activities             (100)            (8)              (2,347) 
                                                -------------------  ---------         ----------- 
 
 
Cash Flows From Financing Activities: 
   Proceeds from exercise of share options                 -               7                 101 
   Dividend paid to the owners of the 
    parent                                                 -               -                (235) 
   Short term loan received from banks                     -              166                 - 
   Long term loan received from banks                     10               -                 60 
   Repayment of long-term loan from banks                (210)           (210)              (829) 
                                                -------------------  ---------         ----------- 
 
       Net cash used in financing activities             (200)           (37)               (903) 
                                                -------------------  ---------         ----------- 
 
 
Increase (decrease) in cash and cash 
 equivalents during the period                           1,323            458              (1,820) 
 Cash and cash equivalents at the beginning 
  of the period                                          2,642           4,428              4,428 
 Exchange differences on balances of 
  cash and cash equivalents                               (2)             40                 34 
                                                -------------------  ---------         ----------- 
 
              Cash and cash equivalents 
               at the end of the period                  3,963           4,926              2,642 
                                                ===================  =========         =========== 
 
 
 

Appendix A - Non-cash transactions:

 
                                                                            Year ended 
                                                      Three months period    December 
                                                        ended March 31,         31, 
                                                     ---------------------  ---------- 
                                                        2018       2017        2017 
                                                     ----------  ---------  ---------- 
                                                            U.S. $ in thousands 
                                                     --------------------------------- 
                                                          Unaudited 
                                                    ----------------------  ------------- 
 
       Purchase of property, plant and equipment 
        against trade payables                             3           6          3 
                                                    ===========  =========  ========== 
       Scrip dividend                                      -           -         283 
                                                    ===========  =========  ========== 
 
 
 

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

MTI WIRELESS EDGE LTD.

(An Israeli Corporation)

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General:

Corporate information:

M.T.I Wireless Edge Ltd. (hereafter - the "Company") is an Israeli corporation. The Company was incorporated under the Companies Act in Israel on December 30, 1998 as a wholly- owned subsidiary of M.T.I Computers and Software Services (1982) Ltd. (hereafter - the Parent Company), commenced operations on July 1, 2000 and since March 2006 the Company's shares have been traded on the AIM market of the London Stock Exchange.

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

The Company is engaged in the development, design, manufacture and marketing of antennas and accessories.

Via its subsidiary, Mottech Water solutions Ltd., MTI is also a leading provider of remote control solutions for water and irrigation applications based on Motorola IRRInet state of the art control, monitoring and communication technologies.

Certain operational and administrative services are provided by the Parent Company.

Note 2 - Significant Accounting Policies:

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

The interim consolidated financial information set out above does not constitute full year-end accounts within the meaning of Israeli Companies Law. It has been prepared on the going concern basis in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS). Statutory financial information for the financial year ended December 31, 2017 was approved by the board on February 15, 2018. The report of the auditors on those financial statements was unqualified.

The interim consolidated financial statements as of March 31, 2018 have not been audited.

The interim consolidated financial information should be read in conjunction with the annual financial statements as of December 31, 2017 and for the year then ended and with the notes thereto. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2017 are applied consistently in these interim consolidated financial statements, except for the adoption of new standards effective as of 1 January 2018.

New IFRSs adopted in the period

   1.   IFRS 9 Financial Instruments 

IFRS 9 Financial Instruments replaces IAS 39 Financial Instruments: Recognition and Measurement for annual periods beginning on or after 1 January 2018, bringing together all three aspects of the accounting for financial instruments: classification and measurement; impairment; and hedge accounting.

The details of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below:

(a) Classification and measurement

The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never separated. Instead, the hybrid financial instrument as a whole is assessed for classification.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at fair value through profit or loss ("FVTPL"):

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

-

A debt investment is measured at fair value through other comprehensive income ("FVOCI") if it meets both of the following conditions and is not designated as at FVTPL:

- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition.

The following accounting policies apply to the subsequent measurement of financial assets.

Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Financial assets at amortized cost: These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses (see b below). Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVOCI: These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

The Company has implemented the classification and measurement requirements of IFRS 9 retrospectively on the basis of the facts and circumstances that existed as of January 1, 2018 by recognizing the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings and other components of equity as of January 1, 2018.

(b) Impairment

IFRS 9 replaces the 'incurred loss' model in IAS 39 with an 'expected credit loss' (ECL) model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than under IAS 39.

Under IFRS 9, loss allowances are measured on either of the following bases:

- 12-month ECLs: these are ECLs that result from possible default events within the 12 months after the reporting date; and

- lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.

The Company has elected to measure loss allowances for trade receivables at an amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information.

The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

Trade receivables

Exposures within each Company were segmented based on common credit risk characteristics such as credit risk grade, geographic region and industry - for wholesale customers; and delinquency status, geographic region, age of relationship and type of product purchased - for other customers.

Actual credit loss experience was adjusted by scalar factors to reflect differences between economic conditions during the period over which the historical data was collected, current conditions and the Company's view of economic conditions over the expected lives of the receivables.

Changes in accounting policies resulting from the adoption of IFRS 9 have been applied retrospectively, on the basis of the facts and circumstances that existed as of January 1, 2018 by recognizing the cumulative effect of the retrospective application as an adjustment to the opening balance of retained earnings and other components of equity as of January 1, 2018.

The adoption of IFRS 9 did not have an impact on the financial statements.

   2.     IFRS 15 Revenue from Contracts with Customers 

IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related Interpretations and it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other standards. The core principle of IFRS 15 is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

IFRS 15 sets out a single revenue recognition model, according to which the entity shall recognize revenue in accordance with the said core principle by implementing a five-step model framework:

   1.   Identify the contract(s) with a customer. 
   2.   Identify the performance obligations in the contract. 
   3.   Determine the transaction price. 
   4.   Allocate the transaction price to the performance obligations in the contract. 
   5.   Recognize revenue when the entity satisfies a performance obligation. 

Below are the significant accounting policies and judgments applied by the Company in recognizing revenue from customer contracts in detail according to the Company's main activities:

(a) Sale of goods

The Company's contracts with customers for the sale of goods generally include one performance obligation. The Company has concluded that revenue from sale of goods should be recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the equipment.

Variable consideration

Under IFRS 15, volume rebates give rise to variable consideration. The variable consideration is estimated at contract inception and constrained until the associated uncertainty is subsequently resolved. The application of the constraint on variable consideration increases the amount of revenue that will be deferred.

Under IFRS 15, retrospective volume rebates give rise to variable consideration. To estimate the variable consideration to which it will be entitled, the Company applied the 'most likely amount method' for contracts with a single volume threshold and the 'expected value method' for contracts with more than one volume threshold. The selected method that best predicts the amount of variable consideration was primarily driven by the number of volume thresholds contained in the contract. The Company then applies the requirements on constraining estimates of variable consideration.

Warranty obligations

The Company generally provides warranties for general repairs of defects that existed at the time of sale, as required by law. As such, most warranties are assurance-type warranties under IFRS 15, which the Company accounts for under IAS 37 Provisions, Contingent Liabilities and Contingent Assets, consistent with its practice prior to the adoption of IFRS 15.

Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

(b) Rendering of services

Provided the amount of revenue can be measured reliably and it is probable that the Company will receive any consideration, revenue from services is recognized in the period in which they are rendered.

(c) Revenues from Construction Contracts

Revenues are reported by the "percentage of completion" method. The percentage of completion is determined by dividing actual completion costs incurred to date by the total completion costs anticipated.

When a loss from a contract is anticipated, a provision is made in the period in which it first becomes evident, for the entire loss anticipated, as assessed by the company's management.

The Company recognizes income from construction contracts over time, since the Company's performance does not create an asset with alternative use to the Company and the Company has the right to enforce payment for performance completed up to that date.

The payment terms in the projects are based on milestones set at the date of signing the contract and are based mainly on the rate of progress. For this reason, the Company is not expected to recognize assets in respect of contracts and liabilities in respect of contracts in significant amounts in relation to these contracts.

Causes of uncertainty in material estimates

Measuring the progress of long-term performance commitments - the Company is required to estimate the total cost of completing each project based on estimates of material costs, labor costs, subcontractor performance, and more.

First time application

The Company elected to apply IFRS 15 retrospectively for the first time by recognizing the cumulative effect of the retroactive application as an adjustment to the opening balance of retained earnings as at January 1, 2018.

The adoption of IFRS 15 did not have an impact on the financial statements.

Note 3 - REVENUES:

 
                                     Three months period       Year ended 
                                            ended               December 
                                          March 31,               31, 
                                    ---------------------  ------------------ 
                                       2018       2017                 2017 
                                    ----------  ---------          ------------ 
                                                U.S. $ in thousands 
                                    ------------------------------------------- 
                                          Unaudited 
                                    ---------------------          ------------ 
           Revenues arises from: 
           Sale of goods                4,603      4,957               21,271 
           Rendering of services         725        546                 2,492 
           Projects                      828        708                 2,613 
                                    ----------  ---------          ------------ 
                                        6,156      6,211               26,376 
                                    ==========  =========          ============ 
 
 
 

Note 4 - operating SEGMENTS:

The following table's present revenue and profit information regarding the Group's operating segments for the Three months period ended March 31, 2018 and 2017 respectively and for the year ended December 31, 2017.

 
 
              Three months period ended 
             March 31, 2018 (Unaudited) 
 
                                                      Antennas  Water Solutions    Total 
                                                      --------  ---------------  -------- 
                                                              U.S. $ in thousands 
                                                      ----------------------------------- 
    Revenue 
                     External                            3,054        3,102         6,156 
                                                      --------  ---------------  -------- 
 
    Total                                                3,054        3,102         6,156 
                                                      ========  ===============  ======== 
 
 
    Segment profit                                        102          147           249 
                                                      ========  =============== 
 
 
                     Finance expense, net                                           (83) 
                                                                                 -------- 
 
     Profit before income 
      tax                                                                            166 
                                                                                 ======== 
 
    Other 
                     Depreciation and amortization        135           10           145 
                                                      ========  ===============  ======== 
 
 
 
 
      Three months period ended March 31, 2017 
                     (Unaudited) 
 
                                                      Antennas  Water Solutions    Total 
                                                      --------  ---------------  -------- 
                                                              U.S. $ in thousands 
                                                      ----------------------------------- 
    Revenue 
                     External                            3,129        3,082         6,211 
                                                      --------  ---------------  -------- 
 
    Total                                                3,129        3,082         6,211 
                                                      ========  ===============  ======== 
 
 
    Segment profit                                        166          280           446 
                                                      ========  =============== 
 
 
                     Finance expense, net                                           (213) 
                                                                                 -------- 
 
     Profit before income tax                                                        233 
                                                                                 ======== 
 
    Other 
                     Depreciation and amortization        147           17           164 
                                                      ========  ===============  ======== 
 
 
 
 
            Year ended December 31, 2017 
                                                      Antennas   Water Solutions    Total 
                                                      ---------  ---------------  --------- 
                                                               U.S. $ in thousands 
                                                      ------------------------------------- 
    Revenue 
                     External                            13,267        13,109        26,376 
                                                      ---------  ---------------  --------- 
 
    Total                                                13,267        13,109        26,376 
                                                      =========  ===============  ========= 
 
 
    Segment profit                                         67          1,536         1,603 
                                                      =========  ===============  ========= 
 
    Unallocated corporate expenses 
 
                     Finance income, net                                               26 
                                                                                  --------- 
 
     Profit before income tax                                                         1,629 
                                                                                  ========= 
 
     Other 
                     Depreciation and amortization        586            51           637 
                                                      =========  ===============  ========= 
 
 

Note 5 -TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

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

 
                           Three months period       Year ended 
                                  ended               December 
                                March 31,               31, 
                          ---------------------  ------------------ 
                             2018       2017                 2017 
                          ----------  ---------          ------------ 
                                      U.S. $ in thousands 
                          ------------------------------------------- 
                                Unaudited 
                          ---------------------          ------------ 
       Purchased Goods         57         60                   252 
       Management Fee         117         116                  498 
       Services Fee            72         65                   259 
       Lease income           (18)       (18)                 (72) 
 
 

Compensation of key management personnel of the Group:

 
                                               Three months period       Year ended 
                                                      ended               December 
                                                    March 31,               31, 
                                              ---------------------  ------------------ 
                                                 2018       2017                 2017 
                                              ----------  ---------          ------------ 
                                                          U.S. $ in thousands 
                                              ------------------------------------------- 
                                                    Unaudited 
                                              ---------------------          ------------ 
           Short-term employee benefits *)        203         201                 920 
                                              ==========  =========          ============ 
 
 
 

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

All Transactions were made at market value.

Balances with related parties:

 
                                               As at 
                                 ---------------------------------- 
                                 31.03.2018  31.03.2017  31.12.2017 
                                 ----------  ----------  ---------- 
                                        U.S. $ in thousands 
                                 ---------------------------------- 
                                       Unaudited 
                                 ----------------------  ---------- 
       Other accounts payables         105         243         467 
                                 ==========  ==========  ========== 
 
 

Note 6 - SIGNIFICANT AND SUBSEQUENT EVENTS:

1. During March 2018 the Company announced that it is in preliminary discussions with its majority shareholder, MTI Computers & Software Services (1982) Ltd ("MTIC"), regarding a potential merger between the two companies (the "Proposed Transaction"). MTIC, whose shares are listed on the Tel Aviv Stock Exchange, currently holds 53.2% of the Company's issued ordinary shares. Following the announcement on March 2018, on May 1, 2018 the Company announced that it had entered into a merger agreement (the "Merger Agreement") with its majority shareholder, MTIC and the Company together being the "Merging Companies", according to which, and in accordance with the provisions of Sections 350-351 of the Israeli Companies Law, 5759-1999 (the "Companies Law"), as a court approved scheme of arrangement between the Company, MTIC and their shareholders (the "Scheme of Arrangement"), MTIC will be merged into the Company in a statutory merger, so that MTIC will be dissolved and all of its activities, assets and liabilities, subject to certain qualifications, will be transferred to the Company in consideration for the allotment of new ordinary shares of the Company and the transfer of MTIC's existing holdings in the Company, to all of MTIC's shareholders (the "Merger").

As consideration for the Merger, the Company will allocate to the shareholders of MTIC 31,600,436 new ordinary shares in the Company, subject to a Conversion Ratio Mechanism (as defined below). In addition, MTIC's existing holdings in the Company will also be transferred to all of the shareholders in MTIC, pro rata to their holdings of shares in MTIC.

On the date of record for the Merger the Company will allocate to the shareholders of MTIC (the "Date of Record for the Merger" and the "Shareholders of MTIC" respectively) 31,600,436 new ordinary shares in the Company, according to the Conversion Ratio (as defined below) as of the date of the Merger Agreement, subject to the Conversion Ratio Mechanism (as defined below) (the "Allotted Shares") and will transfer them, together with MTIC's Holdings in the Company (the "Sold Shares"), to all of the shareholders in MTIC, pro rata to their holdings of shares in MTIC on the Date of Record for the Merger, according to the Conversion Ratio. With respect to the Merger Agreement, the "Conversion Ratio" - a ratio of 5.2689055 Sold Shares for each share in MTIC as of the date of entry into the Merger Agreement, which has been determined according to a valuation of the business activities of MTIC and the Company, on the basis of the consolidated and audited financial statements for the year ended 31 December 2017 of each company as valued by an independent appraiser (the "Appraiser"), which is subject to updates, as necessary, according to the Conversion Ratio Mechanism (as defined below). According to the aforesaid valuation, which constitutes part of the Merger Agreement (the "Valuation"), the equity ratio as of 31 December 2017, between the value of MTIC excluding MTIC's holdings in the Company (approximately US$10.7 million as of 31 December 2017) when compared with the value of the Company (approximately US $18.8 million as at 31 December 2017) is approximately 1.75: in favor of the Company. Following completion of the Merger, assuming the Conversion Ratio is not adjusted in accordance with the Conversion Ratio Mechanism (as defined below) and provided none of the options granted by the Company are exercised, the issued share capital of the Company will be 87,038,724 ordinary shares.

The completion of the Merger pursuant to the terms of the Merger Agreement is contingent upon the fulfillment of the conditions precedent (the "Conditions Precedent") by 30 August 2018, unless such date is extended by the Merging Companies, explicitly and in writing.

2. On April 5, 2018 the company paid a dividend of US 2 cents per share totaling approximately US$396,000 and in addition 1,813,970 new ordinary shares were issued to qualifying shareholders that chose the scrip dividend alternative.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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May 14, 2018 02:00 ET (06:00 GMT)

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