Emblaze Ltd (LSE:BLZ)
("Emblaze" or "the Company")
Company Update
Interim Management Statement
Tel Aviv, Israel, 30 May, 2014
Interim Management Statement and Q1 Financial Statements
During the period commencing 1 January 2014 to 29 May 2014 (the "Relevant
Period"), the Company has undergone several events and transactions. A summary
of the material events and transactions that have taken place during the
Relevant Period are set out below:
Highlights
- Revenues amounted to $28 thousand for the period of three months ending 31
March 2014 (Q1.2013: $600 thousand). The balance of cash and cash equivalent,
short term investments and deposits in trust, as of 31 March 2014 is $138,921
thousand (2013: $159,617 thousand).
- The total issued share capital of the Company as at 29 May 2014 was
140,578,154 of which 109,990,252 ordinary shares are outstanding and
30,587,902 shares are held in treasury.
- In August 2013, a consortium of investors led by the Company announced its
intention to acquire a controlling stake in IDB Holdings Ltd, one of Israel's
largest holding companies, in consideration of an aggregate payment of
NIS1,580 million. As such proposed transaction was classified as a reverse
takeover under the listing rules made by the UK Listing Authority ("UKLA")
pursuant to Part VI of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") (the "Listing Rules"), trading in the Company's shares was
suspended on 15 August 2013 and restored on 9 January 2014, following the
Israeli District Court decision to uphold a competing offer.
(See Company announcements dated 6 January 2014 and 9 January 2014)
- On 24 December 2013, BGI Investments (1961) Ltd. ("BGI") and B.G. Alpha Ltd.
(together, the "BGI Group") made a tender offer (the "Offer") to holders of
the Company's ordinary shares to acquire 5% of the voting rights in the
Company at a price per share equal to £0.75. On 28 January 2014 the Offer was
successfully completed and the BGI Group purchased an additional 5% of the
voting rights in the Company.
(See Company announcements dated 13 January 2014, 16 January 2014, 24 January
2014 and 29 January 2014)
- Following the success of the Offer, the BGI Group together with Israel 18
B.V., BGI's parent company (together, the "Extended BGI Group") is entitled to
exercise call options it has acquired. Upon the exercise of said call options,
the Extended BGI Group will own shares, representing approximately 44.1% of
the Company's Capital. In the meantime, following the grant of proxies made by
Mr. Naftali Shani and Fortissimo Capital Management Ltd., amongst others,
originally in favour of Israel 18 B.V., and in light of the shareholders
agreement entered into between the members of the extended BGI Group, the BGI
Group is entitled to vote the shares representing the Options not yet
exercised, representing 13.55% of the Company's Capital.
(See Company announcements dated 11 February 2014, 14 February 2014, 20
February 2014 ,24 February 2014 ,21 March 2014 ,27 March 2014 and 29 April
2014)
- Mr. Amnon Ben-Shay, who was appointed as a director of the Company on 14
August 2013, submitted his resignation from the board of directors of Emblaze
(the "Board") on 12 January, 2014, due to other commitments preventing him
from fulfilling the requirements of his position as a director.
(See Company announcements dated 13 January 2014)
- On 2 March 2014, the Company entered into an agreement to acquire from Zwi
Williger ("ZW") and Joseph Williger ("JW" and, together with ZW, the
"Sellers") a controlling stake in the share capital of Willi-Food Investments
Ltd. ("WFI"), a company listed on the Tel Aviv Stock Exchange, which in turn
owns approximately 58% of G Willi-Food International Ltd ("WFINT" and together
with WFI, "Willi-Food"), a company listed on NASDAQ. Under the agreement, the
Company: (i) acquired the Sellers' entire shareholdings in WFI, amounting in
aggregate to 58 % of the shares of WFI (or approximately 55% on a fully
diluted basis); and (ii) published a special tender offer (the "Special Tender
Offer") addressed to all shareholders of WFI (including the Sellers) in
accordance with Israeli Companies Law in order to acquire additional shares
carrying 5% of the voting rights in WFI. The Special Tender Offer was
completed on 1 May 2014 and the transaction completed on 4 May 2014. Following
such completion, the Company acquired in aggregate 61.65%of the issued share
capital of WFI (62.27% of its voting rights), for aggregate consideration of
NIS284.7 million (U.S. $82.3 million).
(See Company announcements dated 3 March 2014, 7 April 2014, 28 April 2014 ,1
May 2014 and 7 May 2014)
Trading
The acquisition of the abovementioned stake in WFI is deemed a reverse
takeover under the Listing Rules and trading in the Company's shares was
accordingly suspended on 3 March, 2014. It is expected that such suspension
will be lifted upon the publication of a prospectus by the Company in
connection with the requirement on it to re-apply for the listing of its
shares following completion of the transaction. The Company is currently in
the process of preparing the prospectus. Until the Company has completed the
formal application process and satisfied the UKLA as to its eligibility, there
is no certainty that the UKLA will approve the re-listing of the Company's
shares to trading on the Standard List. In such circumstances, the Company
would cease to be listed although the board would actively explore the
possibility of moving to AIM or an alternative listing or admission venue.
Intellectual Property
In July 2010, Emblaze filed a complaint against Apple Inc. ("Apple") for
infringement of the Company's U.S. Patent No. 6,389,473 through Apple's HTTP
Live Streaming protocol used in Apple products such as iPhones and iPads. The
jury trial in this case has been rescheduled to take place in June 2014.
In October 2012, the Company filed a complaint for patent infringement against
Microsoft Corporation ("Microsoft"). The complaint asserts that Microsoft's
IIS Smooth Streaming system infringes Emblaze's U.S. patent No. 6,389,473 for
media streaming technology.
Legal proceedings in these two cases are ongoing.
Jossef Schneorson, CEO, commented: "We are committed to actively seek to utilise
the Company's resources in order to maximise value for its shareholders. We are
hoping and believe that the acquisition of WFI will be a good and solid investment
for Emblaze shareholders".
Enquiries:
Eyal Merdler Eyal.merdler@emblaze.com
Emblaze Ltd.
Emblaze Ltd. is traded on the London Stock Exchange (LSE: BLZ) since 1996.
www.emblaze.com
EMBLAZE LTD.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF 31 MARCH 2014
UNAUDITED
IN U.S. DOLLARS
INDEX
Page
Report on Review of Interim Condensed Consolidated Financial
Statements 4
Interim Condensed Consolidated Statements of Financial Position 5 - 6
Interim Condensed Consolidated Statements of Profit or Loss and
Other Comprehensive Income 7
Interim Condensed Consolidated Statements of Changes in Equity 8 - 9
Interim Condensed Consolidated Statements of Cash Flows 10 - 11
Notes to Interim Condensed Consolidated Financial Statements 12 - 14
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Report on Review of Interim Condensed Consolidated Financial
Statements
Board of Directors
Emblaze Ltd.
Introduction
We have reviewed the accompanying interim condensed consolidated statement of
financial position of Emblaze Ltd. and its subsidiaries ("the Group") as of 31
March 2014 and the related interim condensed consolidated statements of profit
or loss and other comprehensive income, changes in equity and cash flows for
the three month period then ended and explanatory notes. Management is
responsible for the preparation and presentation of these interim condensed
consolidated financial statements in accordance with IAS 34, "Interim
Financial Reporting ("IAS 34"). Our responsibility is to express a conclusion
on these interim condensed consolidated financial statements based on our
review.
Scope of review
We conducted our review in accordance with International Standard on Review
Engagements 2410, Review of Interim Financial Information Performed by the
Independent Auditor of the Entity. A review of interim financial information
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the accompanying interim condensed consolidated financial
statements are not prepared, in all material respects, in accordance with IAS
34.
Beer-Sheva, Israel KOST FORER GABBAY & KASIERER
A Member of Ernst & Young
29 May 2014 Global
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 March 31 December
2014 2013 2013
Unaudited Audited
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 15,195 21,696 2,957
Short-term deposits 41,301 102,248 16,242
Short-term deposits held in trust 82,425 - 140,418
Financial assets at fair value through profit or
loss - 20,300 -
Available for sale financial assets 230 215 206
Prepaid expenses and other receivables 710 1,873 552
Total current assets 139,861 146,332 160,375
NON-CURRENT ASSETS:
Equipment, net 64 63 67
Total assets 139,925 146,395 160,442
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 March 31 December
2014 2013 2013
Unaudited Audited
U.S. dollars in thousands
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables 323 146 699
Deferred revenues and accrued expenses 1,520 3,677 1,990
Short-term loan - - 18,813
Total current liabilities 1,843 3,823 21,502
NON-CURRENT LIABILITIES:
Employee benefit liabilities, net 41 24 40
EQUITY:
Share capital 416 416 416
Share premium 469,927 469,922 469,925
Treasury shares (76,962) (76,300) (76,962)
Available for sale reserve 148 132 123
Accumulated deficit (255,048) (251,261) (254,189)
Equity attributable to Company's equity holders 138,481 142,909 139,313
Non- controlling interests (440) (361) (413)
Total equity 138,041 142,548 138,900
Total liabilities and equity 139,925 146,395 160,442
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
29 May 2014
Date of approval of the Abraham Wolff Israel Jossef Schneorson Eyal Merdler
financial statements Chairman of the CEO and Vice CFO
Board Chairman of the Board
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Three months ended Year ended
31 March 31 December
2014 2013 2013
Unaudited Audited
U.S. dollars in thousands (except earnings
(loss) per share)
Revenues 28 600 1,882
Cost of sales 28 116 449
Gross profit - 484 1,433
Operating expenses:
Research and development 317 438 1,562
Selling and marketing - 120 134
General and administrative 1,468 652 7,095
Total operating expenses 1,785 1,210 8,791
Operating loss (1,785) (726) (7,358)
Financial income 911 558 5,208
Financial expense (12) (31) (846)
Loss from continuing operations (886) (199) (2,996)
Income from discontinued operations, net - 267 181
Net income (loss) (886) 68 (2,815)
Other comprehensive income (loss) to be
reclassified to profit or loss in subsequent
periods :
Gain (loss) from available-for-sale financial
assets 25 - (9)
Other comprehensive income (loss) not to be
reclassified to profit or loss in subsequent
periods :
Remeasurement loss from defined benefit plans - - (97)
Total other comprehensive income (loss) 25 - (106)
Total comprehensive income (loss) (861) 68 (2,921)
Net income (loss) attributable to:
Equity holders of the Company (859) 85 (2,746)
Non- controlling interests (27) (17) (69)
Net income (loss) (886) 68 (2,815)
Total comprehensive income (loss) attributable
to:
Equity holders of the Company (834) 85 (2,852)
Non- controlling interests (27) (17) (69)
Total comprehensive loss (861) 68 (2,921)
Basic and diluted net earnings per share
attributable to Company's equity holders (in U.S
dollars):
Income (loss) from continuing operations (0.01) (*- (0.03)
Income from discontinued operations - (*- (*-
Net earnings (loss) per share (0.01) - (0.03)
*) Less than USD 0.01 per share.
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Company
Available- Non-
Share Share Treasury for-sale Accumulated controlling Total
capital premium shares reserve deficit Total interests equity
U.S. dollars in thousands
Unaudited
Balance as of 1 January
2014 (audited) 416 469,925 (76,962) 123 (254,189) 139,313 (413) 138,900
Loss - - - - (859) (859) (27) (886)
Other comprehensive
income - - - 25 - 25 - 25
Total comprehensive
income (loss) - - - 25 (859) (834) (27) (861)
Cost of share based
payment - 2 - - - 2 - 2
Balance as of 31 March
2014 416 469,927 (76,962) 148 (255,048) 138,481 (440) 138,041
Attributable to equity holders of the Company
Available- Non-
Share Share Treasury for-sale Accumulated controlling Total
capital premium shares reserve deficit Total interests equity
U.S. dollars in thousands
Unaudited
Balance as of 1 January
2013 (audited) 416 469,911 (76,275) 132 (251,346) 142,838 (344) 142,494
Income (loss) - - - - 85 85 (17) 68
Total comprehensive
income (loss) - - - - 85 85 (17) 68
Cost of share based
payment - 11 - - - 11 - 11
Purchase of treasury
shares - - (25) - - (25) - (25)
Balance as of 31 March
2013 416 469,922 (76,300) 132 (251,261) 142,909 (361) 142,548
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Attributed to equity holders of the Company
Available- Non-
Share Share Treasury for-sale Accumulated controlling Total
capital premium shares reserve deficit Total interests equity
U.S. dollars in thousands
Audited
Balance as of 1 January
2013 416 469,911 (76,275) 132 (251,346) 142,838 (344) 142,494
Loss - - - - (2,746) (2,746) (69) (2,815)
Other comprehensive loss - - - (9) (97) (106) - (106)
Total comprehensive loss - - - (9) (2,843) (2,852) (69) (2,921)
Cost of share- based
payment - 14 - - - 14 - 14
Purchase of treasury stock - - (687) - - (687) - (687)
Balance as of 31 December
2013 416 469,925 (76,962) 123 (254,189) 139,313 (413) 138,900
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended Year ended
31 March 31 December
2014 2013 2013
Unaudited Audited
U.S. dollars in thousands
Cash flows from operating activities:
Net income (loss) (886) 68 (2,815)
Less - income from discontinued operations - 267 181
Loss from continuing operations (886) (199) (2,996)
Adjustments to reconcile loss from continuing
operations to net cash provided by (used in)
operating activities :
Depreciation 9 7 31
Loss on disposal of fixed assets 12 - -
Employee benefit liabilities, net (41) (10) -
Cost of share-based payment 2 11 14
Change in financial assets at fair value through
profit or loss - 25 432
Interest income (293) - (1,863)
Interest expense on short-term loan 7 (536) 86
Exchange rate differences on deposit and
short-term loan (611) - (3,438)
(915) (503) (4,738)
Changes in asset and liability items:
Decrease (increase) in receivables and prepaid
expenses 83 (323) 494
Decrease in trade payables, other payables and
accrued expenses (804) (21) (1,468)
(721) (344) (974)
Cash received (paid) during the period:
Interest received 52 645 2,450
Interest paid (92) - -
(40) 645 2,450
Net cash used in operating activities from
continuing operations (2,562) (401) (6,258)
Net cash used in operating activities from
discontinued operations - (190) (189)
Net cash used in operating activities (2,562) (591) (6,447)
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended Year ended
31 March 31 December
2014 2013 2013
Unaudited Audited
U.S. dollars in thousands
Cash flows from investing activities:
Purchase of property and equipment (18) (3) (31)
Maturing of (investment in) short-term
deposits, net (24,516) 19,947 105,953
Withdrawal of (investment in) deposit held in
trust 39,334 - (118,253)
Purchase of financial assets at fair value
through profit or loss - (8,368) (13,352)
Proceeds from sale of financial assets at fair
value through profit or loss and available for
sale financial assets - 1,403 26,441
Net cash provided by investing activities from
continuing operations 14,800 12,979 758
Cash flows from financing activities:
Purchase of treasury shares - (25) (687)
Net cash used in financing activities from
continuing operations - (25) (687)
Net increase (decrease) in cash and cash
equivalents 12,238 12,363 (6,376)
Cash and cash equivalents at the beginning of
the period 2,957 9,333 9,333
Cash and cash equivalents at the end of the
period 15,195 21,696 2,957
Non-cash transactions:
Proceeds of short-term loan invested in
deposit held in trust - - 18,393
Repayment of short-term loan from deposit held
in trust (18,727) - -
The accompanying notes are an integral part of the interim condensed
consolidated financial statements.
NOTE 1:- GENERAL
Emblaze Ltd. ("Emblaze" or "the Company") is a corporation
registered in Israel. As at the reporting date, the Company's shares are
listed for trading on the Official List of the London Stock Exchange ("LSE")
under the symbol BLZ. See Note 3 for details of suspension of trading in the
Company's shares.
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
a. Basis of preparation of the interim consolidated financial
statements:
The interim condensed consolidated financial statements for three months ended
31 March 2014 have been prepared in accordance with IAS 34, Interim Financial
Reporting. The interim condensed consolidated financial statements do not
include all the information and disclosures required in the annual financial
statements, and should be read in conjunction with the Group's annual
financial statements as at 31 December 2013.
b. New standards, interpretations and amendments adopted by the Company:
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Company's consolidated annual financial statements for the
year ended 31 December 2013, except for the adoption of new standards and
interpretations effective as of 1 January 2014.
The nature and the impact of each new standard or amendment adopted are
described below:
Offsetting Financial Asses and Financial Liabilities - Amendments to IAS 32
These amendments clarify the meaning of "currently has a legally enforceable
right to set-off" and the criteria for non-simultaneous settlement mechanisms
of clearing houses to qualify for offsetting. These amendments have no impact
on the Company.
NOTE 3:- SUPPLEMENTARY INFORMATION
Shares purchase agreement Willi-Food Investment Ltd.
1. On 2 March 2014, the Company entered into an agreement (the "WFI
Agreement") to acquire from Zwi Williger ("ZW") and Joseph Williger ("JW" and,
together with ZW, the "Sellers") a controlling stake in the share capital of
Willi-Food Investments Ltd. ("WFI"), a company listed on the Tel Aviv Stock
Exchange, which in turn owns approximately 58% of G. Willi-Food International
Ltd ("WFINT" and together with WFI, "Willi-Food"), a company listed on NASDAQ
(the "Acquisition"). Under the WFI Agreement, the Company: (i) acquired the
Sellers' entire shareholdings in WFI, amounting in aggregate to 58 % of the
shares of WFI (or approximately 55% on a fully diluted basis); and (ii)
published a special tender offer (the "Special Tender Offer") addressed to all
shareholders of WFI (including the Sellers) in accordance with Israeli
Companies Law in order to acquire additional shares carrying 5% of the voting
rights in WFI.
NOTE 3:- SUPPLEMENTARY INFORMATION (Cont.)
Shares purchase agreement Willi-Food Investment Ltd. (Cont.)
The Special Tender Offer was completed on 1 May 2014 and the Acquisition
completed on 4 May 2014. Following such completion, the Company acquired in
aggregate 61.65% of the issued share capital of WFI (62.27% of its voting
rights), for aggregate cash consideration of NIS 284.7 million (U.S. $82.3
million). Upon the Acquisition, the Company nominated directors which comprise
the majority of the board of directors of both WFI and WFINT.
2. Under the WFI Agreement, the Company granted the Sellers a put option to
sell all or some of their shares in WFINT (whether held (3.89%) on the date of
the WFI Agreement or those which they may hold following the exercise of
employee options in WFINT) which amount to approximately 7% of the shares of
WFINT on a fully diluted basis (the "WFINT Put Option Shares" and the "WFINT
Put Option" respectively). The WFINT Put Option is exercisable by the Sellers
for a period of four years commencing 11 months from completion of the
Acquisition, at a price of US$12 per share. The Company was granted a power of
attorney which enables it to procure the Sellers to sell their WFINT shares to
a third party at a price per share not below US$12, subject to compliance with
applicable laws, during the WFINT Put Option exercise period. The power of
attorney may be cancelled by the Sellers at any time during that period,
although such cancellation would lead to the immediate cancellation of the
WFINT Put Option in respect of such WFINT Put Option Shares. The Sellers
granted the Company an irrevocable proxy with respect to their holdings in
WFINT, so as to allow the Company to vote such shares at shareholders'
meetings of WFINT during the period commencing on completion of the
Acquisition and expiring on the exercise or expiry of the WFINT Put Option.
3. Under the WFI Agreement, the Sellers agreed to continue to be engaged by
WFINT as chairman of the board of WFINT (in respect of Zvi Williger) and
president of WFINT (in respect of Joseph Williger), or as joint chief
executive officers of WFI, for an additional period of between 18 months and
three years commencing upon termination of their current service agreements
with WFINT (September 2014). Subject to further agreement between the parties
and to applicable law, the Sellers may continue their respective engagement
following such period. In addition, each of the Sellers is prohibited from
competing against Willi-Food in any material way, subject to certain agreed
exceptions, for an additional period commencing on the termination of his
respective engagement with WFINT and terminating on the later of two years
from such termination, or four years from completion of the Acquisition. The
Company requested the approval of the Israeli Anti-trust Authorities to extent
the non-competition period to six years from the completion date. In
consideration of such non-compete undertakings, each of the Sellers is
entitled to an additional annual payment of NIS 1.5 million (approximately US
$0.4 million) following termination of his respective engagement, to be paid
by the Company and subject to applicable law.
NOTE 3:- SUPPLEMENTARY INFORMATION (Cont.)
Shares purchase agreement Willi-Food Investment Ltd. (Cont.)
4. Due to the extent of the trading activities acquired in relation to the
existing activities of the Group, the Acquisition is deemed a reverse takeover
under the listing rules of the UK Listing Authority ("UKLA"), and trading in
the Company's shares was accordingly suspended on 3 March 2014. It is expected
that such suspension will be lifted upon the publication of a prospectus by
the Company in connection with the Company's application for the readmission
of its shares for trading following completion of the Acquisition. The Company
is currently in the process of preparing the prospectus. The application for
the readmission is subject to the approval of the UKLA.
5. The Company will account for the Acquisition as a business
combination and will begin consolidating the financial statements of WFI from
the completion date of the Transaction on 4 May 2014.
The Company has elected to measure the non- controlling interests
in WFI at fair value. The fair value of the non- controlling interest in WFI
is based on the quoted market price of the shares of WIFI on the completion
date.
As of the date of the approval of the financial statements, the
valuation by an independent valuation specialist of the fair value of the
assets acquired and liabilities assumed in the business combination has not
yet been finalized. Based on a provisional valuation, which is subject to
change, the Company estimates that goodwill arising on the acquisition will
amount to approximately US $23 million.
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