RNS Number : 3880J MTI Wireless Edge Limited 19 August 2019 Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR) 19 August 2019 MTI Wireless Edge Ltd ("MTI" or the "Company") Financial results for the six months ended 30 June 2019 MTI Wireless Edge Ltd (AIM: MWE), the technology group focused on comprehensive communication and radio frequency solutions across multiple sectors, today announces its unaudited results for the six months ended 30 June 2019. Highlights · Revenues increased by 12% to $19.1m (H1 2018: $17.1m) · Operating profit increased 41% to $1.5m (H1 2018: $1.06m) · Profit before tax increased 67% to $1.43m (H1 2018: $0.86m) · Earnings per share increased 56% to 1.47 US cents (H1 2018: 0.95* US cents) · Shareholder's equity grew during the period to $20.7m (30 June 2018: $19.3m), equivalent to 19.5 pence per share** · Cash flow from operations increased 22% year-on-year to $2.6m (H1 2018: $2.1m) providing a cash balance of over $5m at period end * This figure excludes a one-time tax credit recorded in Q1 2018 which increased earnings per share to 0.64 US cents. ** Converted at 1.21 US Dollar/British Pound. Moni Borovitz, CEO of MTI, commented: "In the first half of 2019 we continued to perform in accordance with our business plan, delivering significant revenue growth and increased profitability, whilst at the same time converting this growth into operating cash flow. We are very pleased with the results for the first half. These demonstrate the financial benefits of the recent merger, which has delivered double digit year-on-year revenue growth and increased profit margins. As previously announced, since the beginning of 2019 we have seen significant growth in the Company's order book across all three business divisions including: the Antenna Division, the Water Control & Management Division and the Distribution & Professional Consulting Services Division. We made solid progress in the testing of our 5G antenna offering with OEM vendors in the first half of the year and we continue to see substantial demand from our customers for 5G antenna solutions, as mobile operators plan and implement their network upgrades. We believe that this demand for 5G broadband has good potential to provide substantial future growth for our business. In July 2019, we completed the acquisition of 50% of our distributor for water management solutions in Australia. This earnings enhancing transaction will provide a profitable platform from which to expand and grow Mottech's business across the continent. Our Distribution & Professional Consulting Services Division showed remarkable revenue growth in the first half, as projects that we have designed solutions for have started to mature, and we expect to see more design wins convert into revenue in the future. We are very positive about the outlook for the business. Trends in key drivers for the business, including the demand for efficient water management solutions, increased defence budgets and the demand for broadband, provide us with confidence in meeting our goals of increasing revenue, profits and free cash flow. We also note the weakening of the UK pound against the US Dollar which is the Company's reporting currency. If this trend continues it will likely increase the profitability of the Company relative to the UK pound, and in-turn increase earnings per share". For further information please contact: MTI Wireless Edge Ltd Moni Borovitz, CEO +972 3 900 8900 http://www.mtiwirelessedge.com Allenby Capital Limited (Nomad and Joint Broker) Nick Naylor Alex Brearley +44 20 3328 5656 Peterhouse Capital Limited (Joint Broker) Lucy Williams Eran Zucker +44 20 7469 0930 About MTI Wireless Edge Ltd Headquartered in Israel, MTI is a technology group focused on comprehensive communication and radio frequency solutions across multiple sectors through three core divisions: Antenna Division MTI is a world leader in the design, development and production of high quality, state-of-the-art, and cost-effective antenna solutions including Smart Antennas, MIMO Antennas and Dual Polarity Antennas for wireless applications. MTI supplies antennas for both military and commercial markets from 100 KHz to 90 GHz. Internationally recognized as a producer of commercial off-the-Shelf and custom-developed antenna solutions in a broad frequency range, MTI addresses both commercial and military applications. MTI supplies directional and omnidirectional antennas for outdoor and indoor deployments, including smart antennas for WiMAX, Broadband access, public safety, RFID, base stations and terminals for the utility market. Military applications include a wide range of broadband, tactical and specialized communication antennas, antenna systems and DF arrays installed on numerous airborne, ground and naval, including submarine, platforms worldwide. Water Control & Management Division Via its subsidiary, Mottech Water Solutions Ltd ("Mottech"), MTI provides high-end remote control solutions for water and irrigation applications based on Motorola's IRRInet state-of-the-art control, monitoring and communication technologies. As Motorola's global prime-distributor Mottech serves its customers worldwide through its international subsidiaries and a global network of local distributors and representatives. With over 25 years of experience in providing customers with irrigation remote control and management, Mottech's solutions ensure constant, reliable and accurate water usage, while reducing operational and maintenance costs. Mottech's activities are focused in the market segments of agriculture, water distribution, municipal and commercial landscape as well as wastewater and storm-water reuse. Distribution & Professional Consulting Services Division Via its subsidiary, MTI Summit Electronics Ltd., MTI offers consulting, representation and marketing services to foreign companies in the field of RF and Microwave solutions and applications including engineering services (including design and integration) in the field of aerostat systems and the ongoing operation of Platform subsystems, SIGINT, RADAR, communication and observation systems which is performed by the Company. MTI WIRELESS EDGE LTD. (An Israeli Corporation) INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Six month period ended June 30, 2019 2018 Year ended December 31, 2018 U.S. $ in thousands Unaudited Revenues Cost of sales Gross profit Research and development expenses Distribution expenses General and administrative expenses Profit from sale of property, plant and equipment Profit from operations Finance expenses Finance income Profit before income tax Tax expenses (income) Profit Other comprehensive income (loss) net of tax: Items that will not be reclassified to 19,126 12,983 17,112 11,437 35,471 23,420 6,143 5,675 12,051 574 561 2,121 2,037 1,961 2,019 )8( )3( )7( 1,495 1,061 2,924 112 )51( 227 )25( 288 )14( 1,434 160 859 )147( 2,650 321 1,274 1,006 2,329 1,090 4,277 3,767 profit or loss: Re-measurement benefit plans of defined Items that may be reclassified to profit or loss: Adjustment arising from translation of financial statements of foreign operations Total other income (loss) comprehensive - - 22 31 )200( )229( 31 )200( )207( 1,305 806 2,122 1,280 )6( 1,004 2 2,337 )8( 1,274 1,006 2,329 1,311 )6( 804 2 2,130 )8( 1,305 806 2,122 Basic 0.0147 0.0117 0.0270 Diluted 0.0147 0.0116 0.0269 Basic 86,940,807 86,081,351 86,565,298 Diluted 87,083,078 86,536,601 86,986,917 Total comprehensive income Profit attributable to: Owners of the parent Non-controlling interests Total comprehensive (loss) attributable to: Owners of the parent income Non-controlling interests Earnings per share (dollars) Weighted average number of shares outstanding The accompanying notes form an integral part of the financial statements. MTI WIRELESS EDGE LTD. (An Israeli Corporation) INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the six month period ended June 30, 2019 (Unaudited): Attributed to owners of the parent Capital reserve Total for shareattributable Additional based to owners NonShare paid-in payment Translation Retained of the controlling capital capital transactions differences earnings parent interest Total equity U.S. $ in thousands Balance at January 1, 2019 205 22,388 366 )124( )2,195( 20,640 375 21,015 Comprehensive income Profit for the period Other comprehensive loss - - - - 1,280 1,280 (6) 1,274 Translation differences - - - 31 - 31 - 31 - - - 31 1,280 1,311 (6) 1,305 Changes during the six month period ended June 30, 2019: Total comprehensive income (loss) for the period Dividend - - - - (1,306) (1,306) - (1,306) Exercise of options to share capital 1 65 (10) - - 56 - 56 Issuance of treasury shares (note 5C) - 21 - 5 - - 21 5 - 21 5 206 22,474 361 (93) (2,221) 20,727 369 21,096 Share based payment Balance at June 30, 2019 The accompanying notes form an integral part of the financial statements. INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT.) For the six month period ended June 30, 2018 (Unaudited) *: Attributed to owners of the parent Capital Reserve Total for shareattributable Additional based to owners NonShare paid-in payment Translation Retained of the controlling capital capital transactions differences earnings parent interest Total equity U.S. $ in thousands Balance at January 1, 2018 200 21,716 352 105 (2,781) 19,592 383 19,975 Comprehensive income Profit for the period Other comprehensive loss - - - - 1,004 1,004 2 1,006 Translation differences - - - (200) - (200) - (200) - - - (200) 1,004 804 2 806 5 - 672 - 9 - (1,773) - (1,096) 9 - (1,096) 9 205 22,388 361 (95) (3,550) 19,309 385 19,694 Changes during the six month period ended June 30, 2018: Total comprehensive income (loss) for the period Dividend Share based payment Balance at June 30, 2018 (*) comparative numbers were adjusted to reflect the merger, refer to note 5A. The accompanying notes form an integral part of the financial statements. INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONT.) For the year ended December 31, 2018 : Attributable to owners of the parent Capital Reserve from shareTotal Additional based attributable NonShare paid-in payment Translation Retained to owners of controlling capital capital transactions differences earnings the parent interests Total equity U.S. $ in thousands Balance as at January 1, 2018 200 21,716 352 105 (2,781) 19,592 383 19,975 Changes during 2018: Comprehensive income Profit for the year Other comprehensive income Re measurements on defined benefit - - - - 2,337 2,337 )8( 2,329 Translation differences - - - )229( 22 - 22 )229( - 22 )229( Total comprehensive income (loss) - - - )229( 2,359 2,130 )8( 2,122 5 - 672 - 14 - )1,773( - )1,096( 14 - )1,096( 14 205 22,388 366 )124( )2,195( 20,640 375 21,015 plans for the year Dividend Share based payment Balance as at December 31, 2018 The accompanying notes form an integral part of the financial statements. MTI WIRELESS EDGE LTD. (An Israeli Corporation) INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 30.06.2019 30.06.2018* 31.12.2018 U.S. $ in thousands Unaudited ASSETS CURRENT ASSETS: Cash and cash equivalents 5,662 3,946 Other current financial assets - 2,031 - Trade and other receivables 10,560 8,188 9,591 Unbilled revenue 2,126 2,672 2,271 Tax receivables 628 5,113 532 4,746 153 6,005 24,089 22,115 23,421 Inventories 5,401 NON-CURRENT ASSETS: Long term prepaid expenses 41 35 32 Property, plant and equipment 5,275 4,229 4,245 Deferred tax assets 704 869 601 940 687 881 6,889 5,805 5,845 30,978 27,920 29,266 Intangible assets Total assets (*) comparative numbers were adjusted to reflect the merger, refer to note 5 The accompanying notes form an integral part of the financial statements. MTI WIRELESS EDGE LTD. (An Israeli Corporation) INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 30.06.2019 30.06.2018* 31.12.2018 U.S. $ In thousands Unaudited LIABILITIES AND EQUITY CURRENT LIABILITIES: Current maturities and short term bank credit and loans 303 836 581 Trade payables 5,242 3,878 3,998 Other accounts payable 2,760 68 2,225 34 2,532 12 8,373 6,973 7,123 Tax payables NON- CURRENT LIABILITIES: Lease liabilities Loans from banks, net of current maturities Employee benefits, net Total liabilities EQUITY Equity attributable to owners of the parent Share capital 447 - - 299 763 547 706 427 701 1,509 1,253 1,128 9,882 8,226 8,251 206 205 205 Additional paid-in capital 22,474 22,388 22,388 361 361 366 (93) (2,221) (95) (3,550) (124) (2,195) 20,727 19,309 20,640 369 385 375 Total equity 21,096 19,694 21,015 Total equity and liabilities 30,978 27,920 29,266 Capital reserve from share-based payment transactions Translation differences Retained earnings Non-controlling interest (*) comparative numbers were adjusted to reflect the merger, refer to note 5A. August 19, 2019 Date of approval of financial statements Moshe Borovitz Chief Executive Officer Elhanan Zeira Controller Zvi Borovitz Chairman of the Board The accompanying notes form an integral part of the financial statements. MTI WIRELESS EDGE LTD. (An Israeli Corporation) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS Six month period ended June 30, 2019 2018* Year ended December 31, 2018 U.S. $ in thousands Unaudited Cash Flows from Operating Activities: Profit for the period 1,274 1,006 2,329 481 282 589 - (20) (29) (8) (3) (7) expense 5 9 14 Finance (income) expenses, net 32 8 (11) 160 (147) 321 920 672 (634) (942) 745 (58) 126 266 70 1,146 (618) (111) 62 (28) (11) 3,256 2,172 2,462 - - 40 (36) (594) (37) 26 (70) (171) 2,626 2,161 2,261 Adjustments for: Depreciation and amortization Gain from investments in financial assets Gain from sale of property, plant and equipment Equity settled share-based payment Tax expense (income) Changes in operating assets and liabilities: Decrease (increase) in inventories Decrease (increase) in trade receivables Decrease in other accounts receivables and prepaid expenses Increase (decrease) in trade and other accounts payables Increase (decrease) in employee benefits, net Cash from operations Interest received Interest paid Income tax received (paid) Net cash provided by operating activities 4 (*) comparative numbers were adjusted to reflect the merger, refer to note 5 The accompanying notes form an integral part of the financial statements. INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.) Six month period ended June 30, 2019 2018* Year ended December 31, 2018 U.S. $ in thousands Unaudited Cash Flows From Investing from sale Activities: Proceeds of investments in financial assets, net - (28) 2,040 8 (501) (149) 39 (515) (493) (177) 1,564 Dividend (1,306) (1,773) (1,773) Payments of lease liabilities (235) - - options 56 - - Issuance of treasury shares 21 - - Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Net cash provided by (used in) investing activities Cash Flows From Financing Activities: Proceeds from exercise of share Share issuance due to the merger - 677 677 Short term loan from banks - (10) (21) Long term loan received from banks Repayment of long-term loan from banks - 34 120 (421) (436) (878) Net cash used in financing activities (1,885) (1,508) (1,875) 248 476 1,950 5,401 3,508 3,508 13 (38) (57) 6,068 3,946 5,401 Increase in cash and cash equivalents during the period Cash and cash equivalents at the beginning of the period Exchange differences on balances of cash and cash equivalents Cash and cash equivalents at the end of the period (*) comparative numbers were adjusted to reflect the merger, refer to note 5A. The accompanying notes form an integral part of the financial statements. MTI WIRELESS EDGE LTD. (An Israeli Corporation) NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - GENERAL: Corporate information: M.T.I Wireless Edge Ltd. (hereafter - the "Company", or collectively with its subsidiaries, the "Group") is an Israeli corporation. The Company was incorporated under the Companies Act in Israel on December 30, 1998, and commenced operations on July 1, 2000. 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 and its subsidiaries are engaged in the following areas: - Development, design, manufacture and marketing of antennas for the military and civilian sectors. 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. - Providing consulting, representation and marketing services to foreign companies in the field of RF and Microwave, including engineering services in the field of aerostat systems and system engineering services. The Company included the results of its aerostat system division in its representation and consulting services division, as it deems this appropriate given the nature of the consulting services provided in both segments and the respective size of these segments. 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, 2018 was approved by the board on March 10, 2019. The report of the auditors on those financial statements was unqualified. The interim consolidated financial statements as of June 30, 2019 have not been audited. The interim consolidated financial information should be read in conjunction with the annual financial statements as of December 31, 2018 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, 2018 are applied consistently in these interim consolidated financial statements. Except for the adoption of new standards effective as of January 1, 2019. New IFRSs adopted in the period - IFRS 16 Leases The Group has adopted IFRS 16 retrospectively from January 1, 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognized in the opening balance sheet on January 1, 2019. The main impact of adopting the standard early is the elimination of existing requirement on lessees to classify leases as operating lease (off-balance sheet) or finance lease, and they are now required to use a single accounting model for all leases, similarly to how finance leases are currently accounted for. In agreements where the Group is the Lessee, it applies IFRS 16 using a single accounting model under which it recognizes a right-of-use asset and a lease liability upon inception of the lease contract. It does so for all leases in which the Group has right to control the use of identified assets for a period of time in exchange for consideration. Accordingly, the Group recognizes depreciation and depreciation charges on the right-of-use asset and tests the need for recognizing impairment of the right-of-use asset in compliance with IAS 36 "Impairment of Assets", and also recognizes finance expenses in relation to a lease liability. Therefore, beginning on first-time adoption, rent expenses relating to properties rented under operating leases, are now presented as assets that are depreciated through depreciation and depreciation assets. For all leases, the Group applied the transitional provisions such that it initially recognized a liability at the commencement day at an amount equal to the present value of the lease payments during the lease, discounted using the effective interest rate as of that date, and concurrently recognized a right-of-use asset at an amount identical to the liability. As a result, the standard had no impact on equity and the retained earnings of the Group as at initial application. As part of the initial application, the Group elected to adopt the following practical expedients, as permitted by the standard: a. The use of a single discount rate for a portfolio of leases with similar characteristics; b. Not separating lease and non-lease components of a contract, and instead accounting for all components as a single lease; c. Excluding initial direct costs from the measurement of the right-of-use asset as at initial application; d. Use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease; New IFRSs adopted in the period (cont.) The following new significant accounting policy for agreements in which the Group is the lessee was applied beginning on January 1, 2019 following initial application of the standard: Right-of-use assets: The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets incurred, and lease payments made at or before the commencement date less any lease incentives received. The cost of right-of-use assets comprises the amount of the initial measurement of the lease liability; lease payments made at or before the commencement date less any lease incentives received; and initial direct costs incurred. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment. The right-of-use assets are presented within property, plant and equipment. Lease liabilities: At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs. Lease term: The term of a lease is determined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option. Depreciation of a right-of-use asset: Subsequent to the inception of the lease, a right-of-use asset is measured using the cost method, less accumulated depreciation and accumulated impairment losses, and is adjusted for re-measurements of the lease liability. Depreciation is measured using the straight-line method over the useful life or contractual lease term, whichever ends earlier. Lessees will be also required to re-measure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee will recognize the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset, until the carrying amount is reduced to zero. The following table presents a summary of the impact on the interim consolidated statement of financial position as of January 1, 2019, assuming that the previous accounting policy of the Group for leases would have continued in that period. The impact on the interim consolidated statement of financial position as of January 1, 2019 (Unaudited): Under previous policy The change Under IFRS 16 U.S. $ in thousands Non-current assets: Property, plant and equipment 4,245 920 5,165 Current liabilities: Other accounts payable 2,532 452 2,984 - 468 468 Non-current liabilities: Lease liabilities Upon initial adoption, the Group measured the right-of-use assets in an amount equal to the lease liabilities, adjusted for any related prepaid and accrued lease payments previously recognized. Lease liabilities were measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of initial application. There was no impact on retained earnings upon initial adoption of the standard. The following is a reconciliation of the Company's liabilities in respect of operating leases disclosed in the financial statements as of December 31, 2018, discounted at the incremental interest rate on the initial implementation date and lease commitments recognized on January 1, 2019 (Unaudited): U.S. $ in thousands Operating lease commitments as of December 31, 2018 Weighted average incremental borrowing rate as of January 1, 2019 Discounted operating lease commitments 970 4.8% 920 920 Lease liabilities as of January 1, 2019 NOTE 3 - REVENUES: Six month period ended June 30, 2019 2018 U.S. $ in thousands Year ended December 31, 2018 Unaudited Revenues arise from: Sale of goods 15,817 13,056 27,734 Rendering of services Projects 2,088 1,221 19,126 2,065 1,991 17,112 4,209 3,528 35,471 NOTE 4 - OPERATING SEGMENTS: The following tables present revenue and profit information regarding the Group's operating segments for the six month period ended June 30, 2019 and 2018 respectively and for the year ended December 31, 2018. Six month period ended June 30, 2019 (Unaudited) Antennas Distribution & Consultation Water Solutions Adjustment & Elimination Total U.S. $ in thousands Revenues External Internal Total Segment profit (loss) 5,872 - 7,659 - 5,595 87 (87) 19,126 - 5,872 7,659 5,682 (87) 19,126 80 616 668 131 1,495 Finance expense, net Tax expenses 40 160 Profit 1,295 Antennas Water Solutions Distribution & Consultation Adjustment & Elimination Total U.S. $ in thousands Segment assets 12,542 9,082 5,060 - 3,531 2,333 2,747 - Unallocated assets Segment liabilities 26,684 4,294 Unallocated liabilities 8,611 1,273 Six month period ended June 30, 2018 (Unaudited) Antennas Distribution & Consultation Water Solutions Adjustment & elimination Total U.S. $ in thousands Revenues External 6,111 - 7,125 - 3,876 144 (144) 17,112 - Total 6,111 7,125 4,020 (144) 17,112 Segment profit 228 572 260 1 1,061 Internal Finance expense, net Tax expenses (income) 202 (147) Profit 1,006 Antennas Water Solutions Distribution & Consultation Adjustment & Elimination Total U.S. $ in thousands Segment assets 14,140 8,146 3,262 - Unallocated assets Segment liabilities 25,548 2,372 3,482 2,044 1,860 - Unallocated liabilities 7,386 840 Year ended December 31, 2018 Antennas Water Solutions Distribution & Adjustment & Elimination Total Consultation U.S. $ in thousands Revenues External Inter-segment Total Segment profit 12,670 - 14,298 - 8,503 238 (238) 35,471 - 12,670 14,298 8,741 (238) 35,471 630 1,395 728 171 2,924 Finance expense, net Tax expenses 274 321 Profit 2,329 Year ended December 31, 2018 Antennas Water Solutions Distribution & Consultation Adjustment & Elimination Total U.S. $ in thousands Segment assets 13,800 8,772 3,232 - Unallocated assets Segment liabilities Unallocated liabilities 25,804 3,462 3,651 2,025 1,953 - 7,629 622 NOTE 5 - SIGNIFICANT EVENTS: A. Merger During March 2018 the Company announced that it was in preliminary discussions with its majority shareholder, MTI Computers & Software Services (1982) Ltd ("MTIC"), regarding a potential merger between the two companies. MTIC, whose shares were listed on the Tel Aviv Stock Exchange, at that point held 53.2% of the Company's issued ordinary shares. Following the announcement in 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 was to be merged into the Company in a