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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 Half-year Report (0588G)

03/08/2016 7:32am

UK Regulatory


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TIDMMWE

RNS Number : 0588G

MTI Wireless Edge Limited

03 August 2016

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

3 August 2016

MTI Wireless Edge Ltd

("MTI" or the "Company")

Financial results for the six months ended 30 June 2016

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

Highlights:

-- Strong 2(nd) quarter in 2016 - revenue of US$6.1m (an increase of 15% over Q1 2016) and operational profit of US$0.6m (loss of US$0.1m in Q1 2016).

-- Revenue increased by 41% year-on-year in the first half to US$11.3m (H1 2015: US$8.0m), due to the acquisition of Mottech.

   --     Gross profit increased by 41% year-on-year to US$4.2m (H1 2015: US$3m). 
   --     Operating profit of US$0.5m in the first half (H1 2015: US$0.5m). 
   --     Antenna business returned to operating profit in the second quarter of 2016. 
   --     Cash flow generated from operations of US$1.2m (H1 2015: cash use of US$0.2m). 
   --     Dividend of US 1.1 cent per share for the year ended 31 December 2015 paid on 1 April 2016. 

-- Shareholders' equity of US$18.3m (at 31 March 2016: US$18.5m) after payment of dividend, equivalent to 26.5 pence per share.

Dov Feiner, Chief Executive Officer, commented:

"I am happy to report on another excellent quarter for Mottech and its contribution to revenue and profit growth. Our antenna business also made a good progress in the second quarter and returned to an operating profit, allowing us to report a significant consolidated growth in profit this quarter. We won an interesting military contract in the quarter which provides us with longer-term visibility and we currently have good pipe line of opportunities in the antenna segment. This together with the continued development of the 60 - 80 GHz line and RFID provides us with confidence for the long-term future of the antenna business. At Mottech, we continue to see variety of opportunities in many continents, all of which makes us believe that the combined business will continue to grow and continue to be successful in 2016".

For further information, please contact:

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

About MTI Wireless Edge

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

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

INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
                                                                   Year ended 
                                              Six months             December 
                                            ended June 30,             31, 
                                      --------------------------  ------------- 
                                          2016          2015          2015 
                                      ------------  ------------  ------------- 
                                                 U.S. $ in thousands 
                                      ----------------------------------------- 
                                              Unaudited              Audited 
                                      --------------------------  ------------- 
Revenues                                  11,325        8,035          19,579 
Cost of sales                             7,067         5,021          11,870 
                                      ------------  ------------  ------------- 
 
   Gross profit                           4,258         3,014           7,709 
 
  Research and development 
  expenses                                 574           641            1,216 
Distribution expenses                     1,819          942            2,408 
General and administrative 
 expenses                                 1,375          925            2,323 
                                      ------------  ------------  ------------- 
 
   Profit from operations                  490           506            1,762 
 
  Finance expense                         163           195            432 
Finance income                              22            46             44 
                                      ------------  ------------  ------------- 
 
   Profit before income tax                349           357           1,374 
Income tax expense (benefit)               104           (43)            110 
                                      ------------  ------------  ------------- 
 
   Profit                                  245           400            1,264 
 
  Other comprehensive income 
  (net of tax): 
Items that will not be reclassified 
 to profit or loss: 
Re-measurement of defined 
 benefit plans                              -             -             (42) 
                                      ------------  ------------  ------------- 
                                            -             -             (42) 
 
  Items that may be reclassified 
  to profit or loss: 
Adjustment arising from 
 translation of financial 
 statements of foreign operations          177           101            (77) 
                                      ------------  ------------  ------------- 
                                           177           101            (77) 
                                      ------------  ------------  ------------- 
Total other comprehensive 
 income (loss)                             177           101            (119) 
                                      ------------  ------------  ------------- 
 
   Total comprehensive income              422           501            1,145 
                                      ============  ============  ============= 
 
 
  Profit Attributable to: 
Owners of the parent                      232           382             1,222 
Non-controlling interest                    13            18             42 
                                      ------------  ------------  ------------- 
 
                                           245           400            1,264 
                                      ============  ============  ============= 
 
  Total comprehensive income 
  Attributable to: 
Owners of the parent                      409           483           1,103 
Non-controlling interest                    13            18             42 
                                      ------------  ------------  ------------- 
 
                                           422           501            1,145 
                                      ============  ============  ============= 
 
 
  Earnings per share (dollars) 
Basic                                     0.0045        0.0074         0.0237 
                                      ============  ============  ============= 
Diluted                                   0.0044        0.0074         0.0235 
                                      ============  ============  ============= 
 
 
  Weighted average number 
  of shares outstanding 
Basic                                   51,621,990    51,571,990     51,571,990 
                                      ============  ============  ============= 
Diluted                                 52,616,775    51,571,990     51,897,027 
                                      ============  ============  ============= 
 
 

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the Six months period ended June 30, 2016:

 
                                       Attributed to owners of the parent 
                     ---------------------------------------------------------------------- 
                                                        Adjustment 
                                                          arising 
                                                           from 
                                            Capital     translation 
                                            Reserve         of                    Total 
                                              for        financial             attributable 
                              Additional  share-based   statements              to owners 
                      Share     paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                     capital    capital   transactions  operations   earnings     parent         interest       equity 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                            U.S. $ in thousands 
 
Balance at January 
 1, 2016 
 (Audited)               109      14,945           304         (77)     3,116        18,397              266     18,663 
 
Changes during the 
six months 
ended June 30, 2016 
(Unaudited): 
   Comprehensive 
   income 
   Profit for the 
    period                 -           -             -            -       232           232               13        245 
   Other 
   comprehensive 
   income 
   Translation 
    differences            -           -             -          177         -           177                -        177 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income 
    for the period         -           -             -          177       232           409               13        422 
   Share issuance 
    to 
    non-controlling 
    interest in 
    subsidiary             -        (10)             -            -         -          (10)               10          - 
   Exercise of 
    options to 
    share 
    capital                *          22           (1)            -         -            21                -         21 
   Dividend paid           -           -             -            -     (568)         (568)                -      (568) 
   Share based 
    payment                -           -             5            -         -             5                -          5 
                     -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
       Balance at 
        June 30, 
        2016 
        (Unaudited)      109      14,957           308          100     2,780        18,254              289     18,543 
                     =======  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

(*) less than 1 thousand dollar

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

For the Six months period ended June 30, 2015:

 
                                            Attributed to owners of the parent 
                      -------  ------------------------------------------------------------- 
                                                         Adjustment 
                                                           arising 
                                                            from 
                                             Capital     translation 
                                             Reserve         of                    Total 
                                               for        financial             attributable 
                               Additional  share-based   statements              to owners 
                       Share     paid-in     payment     of foreign   Retained     of the     Non-controlling    Total 
                      capital    capital   transactions  operations   earnings     parent         interest       equity 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
                                                             U.S. $ in thousands 
                      -------------------------------------------------------------------------------------------------- 
 
Balance at January 
 1, 
 2015 (Audited)          109      14,945         286               -     2,287        17,627         216          17,843 
 
Changes during the 
six 
months 
ended June 30, 2015 
(Unaudited): 
   comprehensive 
   income 
   Profit for the 
    period                -          -            -                -      382            382          18             400 
   Other 
   comprehensive 
   income 
   Translation 
    differences           -          -            -              101       -             101          -              101 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
   Total 
    comprehensive 
    income 
    for the period        -          -            -              101      382            483          18             501 
    Non-controlling 
     Interest 
     of newly 
     purchased 
     subsidiary           -          -            -                -       -               -          8                8 
   Dividend paid          -          -            -                -     (351)         (351)          -            (351) 
   Share based 
    payment               -          -           13                -       -              13          -               13 
                      -------  ----------  ------------  -----------  --------  ------------  ---------------  --------- 
 
       Balance at 
        June 30, 
        2015 
        (Unaudited)      109      14,945         299             101     2,318        17,772         242          18,014 
                      =======  ==========  ============  ===========  ========  ============  ===============  ========= 
 
 

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

INTERIM CONSOLIDATED STATEMENT OF

CHANGES IN EQUITY

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

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

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                     30.6.2016  30.6.2015  31.12.2015 
                                     ---------  ---------  ---------- 
                                           U.S. $ in thousands 
                                     -------------------------------- 
                                          Unaudited         Audited 
                                     --------------------  ---------- 
       ASSETS 
CURRENT ASSETS: 
    Cash and cash equivalents           4,862      1,957      2,634 
    Other current financial assets        -        2,529      2,086 
    Trade receivables                   8,131      7,693      8,074 
    Other receivables                    909       1,105      1,296 
    Current tax receivables              331        117        139 
    Inventories                         3,893      4,574      4,426 
                                     ---------  ---------  ---------- 
 
                                       18,126     18,314      18,655 
                                     ---------  ---------  ---------- 
 
 
NON-CURRENT ASSETS: 
    Long term prepaid expenses           49         22          28 
    Property, plant and equipment       5,562      5,231      5,643 
    Investment property                  640       1,221       656 
    Deferred tax assets                  475        372        393 
    Intangible assets                    375        483        429 
    Goodwill                             573        573        573 
                                     ---------  ---------  ---------- 
 
                                        7,674      7,902      7,722 
                                     ---------  ---------  ---------- 
 
 
 
         Total assets                  25,800     26,216      26,377 
                                     =========  =========  ========== 
 
 

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

INTERIM CONSOLIDATED STATEMENT OF

FINANCIAL POSITION

 
                                        30.6.2016  30.6.2015   31.12.2015 
                                        ---------  ---------   ---------- 
                                               U.S. $ In thousands 
                                        --------------------------------- 
                                             Unaudited          Audited 
                                        --------------------  ----------- 
       LIABILITIES AND EQUITY 
CURRENT LIABILITIES: 
    Current maturities and short 
     term bank credit and loans             799        812         792 
    Trade payables                         2,155      2,227       1,772 
    Other accounts payables                1,786      1,609       2,098 
   Current tax payables                     20         189         192 
                                        ---------  ---------  ----------- 
 
                                           4,760      4,837       4,854 
                                        ---------  ---------  ----------- 
 
NON- CURRENT LIABILITIES: 
    Loans from banks, net of current 
     maturities                            2,017      2,847       2,381 
    Employee benefits                       388        426         387 
   Other liabilities                        92         92          92 
                                        ---------  ---------  ----------- 
 
                                           2,497      3,365       2,860 
                                        ---------  ---------  ----------- 
 
         Total liabilities                 7,257      8,202       7,714 
                                        ---------  ---------  ----------- 
 
EQUITY 
   Equity attributable to owners 
    of the parent 
    Share capital                           109        109         109 
   Additional paid-in capital             14,957     14,945      14,945 
   Capital reserve from share-based 
    payment transactions                    308        299         304 
   Translation differences                  100        101        (77) 
   Retained earnings                       2,780      2,318       3,116 
                                        ---------  ---------  ----------- 
 
                                          18,254     17,772      18,397 
 
   Non-controlling interest                 289        242         266 
                                        ---------  ---------  ----------- 
 
         Total equity                     18,543     18,014      18,663 
                                        ---------  ---------  ----------- 
 
 
         Total equity and liabilities     25,800     26,216      26,377 
                                        =========  =========  =========== 
 
 
 
 
  August 3, 2016 
-----------------  ------------------  -----------------  --------------- 
 Date of approval    Moshe Borovitz        Dov Feiner       Zvi Borovitz 
   of financial      Finance Director    Chief Executive    Non-executive 
    statements                               Officer          Chairman 
 

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

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 
                                                                        Year ended 
                                                    Six months           December 
                                                  ended June 30,            31, 
                                              ----------------------   ------------ 
                                                 2016        2015          2015 
                                              ----------  ----------  --------------- 
                                                       U.S. $ in thousands 
                                              ------------------------------------- 
                                                    Unaudited             Audited 
                                              ----------------------  --------------- 
Cash Flows from Operating Activities: 
   Profit for the period                            245         400         1,264 
   Adjustments for: 
       Depreciation and amortization                312         258          593 
       Loss (gain) from investments 
        in financial assets                        (10)         79           (36) 
       Equity settled share-based payment 
        expense                                      5          13            18 
       Finance expenses, net                        64          20           113 
       Income tax expense (benefit)                 104        (43)          110 
   Changes in operating assets and 
    liabilities: 
       Decrease in inventories                      551          6            90 
       Decrease (increase) in trade 
        receivables                                 102        (631)       (1,136) 
       Decrease (increase) in other 
        accounts receivables and prepaid 
        expenses                                    368        (117)        (326) 
       Increase (decrease) in trade 
        and other accounts payables                 44         (187)         (98) 
       Increase (decrease) in employee 
        benefits, net                                1          27           (54) 
       Interest paid                               (64)        (20)         (113) 
       Income tax paid                             (553)       (27)         (214) 
                                              ----------  ----------  ------------- 
 
            Net cash provided by (used in) 
             operating activities                  1,169       (222)         211 
                                              ----------  ----------  ------------- 
 
 
 
 

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

INTERIM CONSOLIDATED STATEMENTS OF

CASH FLOWS

 
                                                                                    Year ended 
                                                     Six months                       December 
                                                   ended June 30,                       31, 
                                          --------------------------------         ------------- 
                                                 2016             2015                 2015 
                                          -------------------  -----------         ------------- 
                                                           U.S. $ in thousands 
                                          ------------------------------------------------------ 
                                               Unaudited                         Audited 
                                          -------------------               ------------------ 
Cash Flows From Investing 
 Activities: 
   Sale of investments in financial 
    assets, net                                    2,142            1,176                1,639 
   Acquisition of subsidiary, 
    net of cash acquired                             -             (3,042)              (3,042) 
   Increase in restricted cash                       -              (339)                  - 
   Purchase of property, plant 
    and equipment                                  (146)            (160)                (297) 
                                          -------------------  -----------         ------------- 
 
       Net cash provided by (used 
        in) investing activities                   1,996           (2,365)              (1,700) 
                                          -------------------  -----------         ------------- 
 
 
Cash Flows From Financing 
 Activities: 
   Exercise of share options                        21                -                    - 
   Long term loan received from 
    banks                                            -              2,090                2,090 
   Dividend paid to the owners 
    of the parent                                  (568)            (351)                (351) 
   Repayment of long-term loan 
    from banks                                     (403)            (135)                (526) 
                                          -------------------  -----------         ------------- 
 
       Net cash provided by (used 
        in) financing activities                   (950)            1,604                1,213 
                                          -------------------  -----------         ------------- 
 
 
   Increase (decrease) in cash 
    and 
    cash equivalents during the 
    period                                         2,215            (983)                (276) 
   Cash and cash equivalents 
    at the beginning of the period                 2,634            2,918                2,918 
Exchange differences on balances 
 of cash and cash equivalents                       13               22                   (8) 
                                          -------------------  -----------         ------------- 
 
             Cash and cash equivalents 
              at the end of the period             4,862            1,957                2,634 
                                          ===================  ===========         ============= 
 
 
 

Appendix A - Non-cash transactions:

 
                                                           Year ended 
                                           Six months       December 
                                          ended June 30,       31, 
                                        -----------------  ---------- 
                                          2016     2015       2015 
                                        --------  -------  ---------- 
                                             U.S. $ in thousands 
                                        ----------------------------- 
                                           Unaudited          Audited 
                                       ------------------  ------------- 
 
       Purchase of property, plant 
        and equipment against trade 
        payables                            23        17         8 
                                       =========  =======  ========== 
 
 
 

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

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - General:

Corporate information:

M.T.I Wireless Edge Ltd. (hereafter - "MTI", or 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") and commenced operations on July 1, 2000.

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

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

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

Note 2 - Significant Accounting Policies:

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

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

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

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

Note 3 - operating SEGMENTS:

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

 
          Six months ended June 30, 2016 
                    (Unaudited) 
                                                                  Water 
                                                      Antennas   Solutions     Total 
                                                      --------  ----------  --------- 
                                                            U.S. $ in thousands 
                                                      ------------------------------- 
    Revenue 
                     External                            5,304      6,021      11,325 
                                                      --------  ----------  --------- 
 
    Total                                                5,304      6,021      11,325 
                                                      ========  ==========  ========= 
 
 
    Segment income                                       (345)       835        490 
                                                      ========  ========== 
 
 
                     Finance expense, net                                      (141) 
                                                                            --------- 
 
    Profit before income tax                                                    349 
                                                                            ========= 
 
    Other 
                     Depreciation and amortization        288        24         312 
                                                      ========  ==========  ========= 
 
 
 
          Six months ended June 30, 2015 
                    (Unaudited) 
                                                                   Water 
                                                      Antennas   Solutions*    Total 
                                                      --------  -----------  -------- 
                                                            U.S. $ in thousands 
                                                      ------------------------------- 
    Revenue 
                     External                            6,942      1,093       8,035 
                                                      --------  -----------  -------- 
 
    Total                                                6,942      1,093       8,035 
                                                      ========  ===========  ======== 
 
 
    Segment income                                        325        181         506 
                                                      ========  =========== 
 
 
                     Finance expense, net                                       (149) 
                                                                             -------- 
 
    Profit before income tax                                                     357 
                                                                             ======== 
 
    Other 
                     Depreciation and amortization        256         2          258 
                                                      ========  ===========  ======== 
 
 

(*) Results for one month ending on June 30, 2015.

Note 3- operating SEGMENTS (CONT.):

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

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

Note 4-TRANSACTIONS AND BALANCES WITH RELATED PARTIES:

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

 
                                                    Year ended 
                            Six months ended         December 
                                 June 30,               31, 
                          ---------------------  ----------------- 
                             2016       2015                2015 
                          ----------  ---------         ------------ 
                                     U.S. $ in thousands 
                          ------------------------------------------ 
                                Unaudited                 Audited 
                          ---------------------         ------------ 
       Purchased Goods        105         86                   328 
       Management Fee         185         191                  410 
       Services Fee           124         106                  212 
       Lease income           (36)       (60)               (104) 
 

Compensation of key management personnel of the Group:

 
                                                                      Year ended 
                                             Six months ended          December 
                                                  June 30,               31, 
                                           ---------------------  ------------------ 
                                              2016       2015                 2015 
                                           ----------  ---------          ------------ 
                                                       U.S. $ in thousands 
                                           ------------------------------------------- 
                                                 Unaudited                  Audited 
                                           ---------------------          ------------ 
           Short-term employee benefits 
            *)                                 353         355                 738 
                                           ==========  =========          ============ 
 
 
 

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

All Transactions are made at market value.

Note 4 -TRANSACTIONS AND BALANCES WITH RELATED PARTIES (CONT.):

Balances with related parties:

 
                                                        As at 
                                           -------------------------------- 
                                           30.6.2016  30.6.2015  31.12.2015 
                                           ---------  ---------  ---------- 
                                                 U.S. $ in thousands 
                                           -------------------------------- 
                                                Unaudited         Audited 
                                           --------------------  ---------- 
       Other receivables (Other accounts 
        payables)                               (90)        9          50 
                                           =========  =========  ========== 
 
 

Amendment to Service Agreement with controlling shareholder:

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

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

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

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

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

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

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

Note 5 - SIGNIFICANT EVENTS:

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

b. During the first half of 2016 several employees exercised options to 155 thousand shares in exchange for approximately of $21 thousand.

c. On April 1, 2016 the company paid a dividend of US 1.1 cents per share totaling approximately $567 thousand

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

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

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

Share price - 19.88 pence (representing approximately 29 cents)

Exercise price - 27 pence (representing approximately 39 cents)

Expected volatility - 45.34%

Risk-free interest rate - 0.85%

And expected average life of options 4.375 years

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

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR SSUFUEFMSEIA

(END) Dow Jones Newswires

August 03, 2016 02:32 ET (06:32 GMT)

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