SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of November 2006
_________________
AMERICAN ISRAELI PAPER
MILLS LTD.
(Translation of Registrants Name into English)
P.O. Box 142, Hadera, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F |
Form 40-F |
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1):
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to
provide an attached annual report to security holders.
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(7):
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a
report or other document that the registrant foreign private issuer must furnish and make
public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrants home country), or under
the rules of the home country exchange on which the registrants securities are
traded, as long as the report or other document is not a press release, is not required
to be and has not been distributed to the registrants security holders, and, if
discussing a material event, has already been the subject of a Form 6-K submission or
other Commission filing on EDGAR.
Indicate by check mark whether the
registrant by furnishing the information contained in this form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934:
Yes |
No |
If Yes is marked,
indicate below the file number assigned to the registrant in connection with Rule
12g3-2(b): 82-______________
Attached
hereto as Exhibit 1 and incorporated herein by reference is the Registrants press
release dated November 9, 2006 with respect to the Registrants results of operations
for the quarter ended September 30, 2006.
Attached
hereto as Exhibit 2 and incorporated herein by reference is the Registrants
Management Discussion with respect to the Registrants results of operations for the
quarter ended September 30, 2006.
Attached
hereto as Exhibit 3 and incorporated herein by reference are the Registrants
unaudited condensed consolidated financial statements for the quarter ended September 30,
2006.
Attached
hereto as Exhibit 4 and incorporated herein by reference are the unaudited condensed
interim consolidated financial statements of Mondi Business Paper Hadera Ltd. and
subsidiaries with respect to the quarter ended September 30, 2006.
Attached
hereto as Exhibit 5 and incorporated herein by reference are the unaudited condensed
interim consolidated financial statements of Hogla-Kimberly Ltd. and subsidiaries with
respect to the quarter ended September 30, 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMERICAN ISRAELI PAPER MILLS LTD. |
|
(Registrant) |
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By: /s/ Lea Katz
|
|
Name: Lea Katz
Title: Corporate Secretary
|
Dated: November 9, 2006
EXHIBIT INDEX
Exhibit No. |
Description |
|
|
1. |
Press release dated November 9, 2006 |
|
2. |
Registrant's management discussion. |
|
3. |
Registrant's unaudited condensed consolidated financial statements. |
|
4. |
Unaudited condensed interim consolidated financial statements of Mondi Business Paper Hadera Ltd. and subsidiaries |
|
5. |
Unaudited condensed interim consolidated financial statements of Hogla-Kimberly Ltd. and subsidiaries |
Exhibit 1
|
Client: |
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AMERICAN ISRAELI
PAPER MILLS LTD. |
|
Agency Contact: |
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PHILIP Y. SARDOFF |
American Israeli Paper Mills Ltd.
Reports Financial
Results For Third Quarter and Nine Months
And announces strategic plan of associated company
Hadera, Israel, November 9, 2006
American Israeli Paper Mills Ltd. (ASE:AIP) (the Company or
AIPM) today reported financial results for the third quarter and the nine
months period ended September 30, 2006. The Company, its subsidiaries and associated
companies the Group.
Since the Companys share in the
earnings of associated companies constitutes a material component in the Companys
statements of income (primarily on account of its share in the earnings of the associated
companies Mondi Business Paper Hadera Ltd. (Mondi Hadera) and
Hogla-Kimberly (H-K)), the Company also presents the aggregate data which
includes the results of all the companies in the AIPM Group (including the associated
companies whose results appear in the financial statements under earnings from
associated companies), without considering the rate of holding and net of
inter-company sales:
Aggregate group sales turnover from
operations in Israel, in the reported period (January-September 2006), totaled NIS 2,165
million, compared with NIS 1,954 million in the corresponding period last
year(January-September 2005).
Aggregate group sales from
operations in Israel, in the third quarter of 2006 (July-September 2006), totaled NIS 730
million compared with NIS 675 million in the corresponding quarter last
year(July-September 2005).
Aggregate operating profit in Israel
in the reported period (January-September 2006), totaled NIS 145.5 million, compared with
NIS 107.5 million in the corresponding period last year(January-September 2005).
Aggregate
operating profit from operations in Israel in the third quarter of the year(July-September
2006), totaled NIS 52.4 million, compared with NIS 40.9 million in the corresponding
quarter last year(July-September 2005).
Sales from operations in Turkey
through Kimberly-Clark Turkey (KCTR) a subsidiary of H-K, in the first nine
months of 2006 totaled NIS 173.1 million compared to NIS 139.1 million in the
corresponding period last year. Operating loss from the operations in Turkey during the
reported period totaled NIS 57.7 million compared to a NIS 13.9 million loss last year.
The Consolidated data set forth
below does not include the results of operation of the associated companies: Mondi
Hadera, H-K, Carmel Container Systems (Carmel) and TMM Integrated Recycling Industries (TMM)
which are included in the Companys share in results of associated companies.
Consolidated sales in the first nine
months of 2006 totaled NIS 395.7 million compared to NIS 364.9 million in the
corresponding period in the previous year. Consolidated sales in the third quarter of the
year, totaled NIS 136.5 million compared to NIS 124.9 million in the corresponding period
last year.
Operating profit in the first nine
months of 2006 totaled NIS 41.9 million, as compared with NIS 36.5 million in the
corresponding period last year.
Operating profit in the third quarter of 2006 totaled NIS
16.8 million compared to NIS 10.7 million in the corresponding period last year.
Net loss in the reported period
totaled NIS -1.5 million, after inclusion of the Companys share (49.9% NIS 8
million) in extraordinary expenses recorded at the end of the second quarter this year in
Turkey due to a reduction of the corporate tax rate in Turkey from 30% to 20%, which
reduced the tax asset for carryover losses at KCTR, and from the sharp devaluation of the
Turkish lira against the US dollar.
Net loss in the third quarter of 2006
amounted to NIS -3.7 million, as compared with a net loss of NIS -5.5 million in the
second quarter this year. The net loss in the reported period and in the third quarter
includes the effect of a value reduction in an associated company- TMM. The Companys
share (43.05%) in the value reduction, amounted to NIS 5.4 million.
Net profit in the corresponding
period last year amounted to NIS 37.1 million and NIS 17.5 million in the corresponding
quarter last year. The net profit in the third quarter last year (and in the
corresponding period) included non-recurring income on account of the impact of the
change in the corporate tax rate in Israel in the sum of NIS 8 million.
The basic loss per share in the first
nine months of 2006 totaled NIS -0.36 per share ($-0.08 per share) compared with NIS 9.28
per share ($2.16 per share) in the corresponding period last year.
The inflation rate in the first nine
months of 2006 was 0.8%, as compared with an inflation rate of 1.9% in the corresponding
period last year.
The exchange rate of the NIS in
relation to the US dollar was revaluated in the first nine months of 2006 by approximately
6.5%, as compared with a devaluation of 6.7% in the corresponding period last year.
Mr. Avi Brener, Chief Executive
Officer of the Company said that the rise in energy prices (especially fuel oil and
diesel) that was recorded in 2005, continued in the reported period of 2006 as well. The
39% increase in fuel oil prices and the 29% increase in the price of diesel for
transportation, as compared with the corresponding period last year (January-September
2005), significantly affected the Groups operations and its financial results. The rise in energy prices increased
the Groups costs in the reported period this year by NIS 27 million in relation to
the corresponding period last year.Furthermore, the prices of the principal raw materials
used by the Group in its various operations also continued to rise and resulted additional
costs of NIS 32 million in the reported period this year, as compared with the
corresponding period last year.
2
The Company is working intensively to
convert the steam boiler system at the main facility in Hadera from fuel oil to natural
gas, towards its expected arrival during 2007, a step that will lead to significant
savings in energy expenses and will also affect positively both the operating and net
profit.
The financial expenses during the
reported period amounted to NIS 21.5 million, as compared with NIS 8.2 million in the
corresponding period last year, among other reasons, due to:
The total average of the Companys
interest-bearing liabilities grew by approximately NIS 130 million, between the two
periods. The increase in liabilities is attributed to the difference between the positive
cash flows from operating activities on the one hand and investments in fixed assets and
dividends paid on the other hand.
The cost of hedging the CPI-linked
liabilities (in the sum of NIS 230 million) rose to 1.8% per annum in 2006, up from 1.3%
per annum in 2005, thereby bringing about an increase in note-related costs.
The 6.5% revaluation of the NIS
relative to the US dollar, as compared with a 6.7% devaluation in the corresponding
period last year, led to significant growth of an extent of NIS 6 million in the
financial expenses this year, as compared to last year (due to a surplus of dollar-linked
assets held by the Company).
The Companys share in the
earnings (losses)of associated companies (from current operations) amounted to a loss of
NIS -7.3 million during the reported period, as compared with a profit of NIS 10.6 million
in the corresponding period last year. Furthermore, an extraordinary expenditure of NIS
8.0 million was recorded this year on account of the Companys share in losses
recorded by KCTR (Turkey). In addition, last year, the
Companys share in the earnings of associated companies included a sum of NIS 3.9
million, on account of the change in the Israeli companies tax rate.
The following principal changes were
recorded in the Companys share in the earnings of associated companies, in relation
to the corresponding period last year:
|
|
|
The
Companys share in the net loss of Mondi Hadera (49.9%) decreased by NIS 0.6
million, despite the NIS 4 million decrease in the operating profit (this year in
relation to last year) that originated from an extraordinary increase in raw material and
energy prices that were partially offset by the quantitative growth in sales and the
improved selling prices. The decrease in financing costs due to the impact of the
revaluation this year, as compared with the devaluation last year, served to offset most
of the impact of the said price increase and contributed to decrease in the net loss. |
|
|
|
The
Companys share(49.9%) in the net profit of H-K in Israel grew by NIS 6.8 million.
The operating profit of H-K in Israel grew from approximately NIS 66 million to NIS 95
million this year, as a result of greater sales, coupled with improved efficiency. This
improvement was partially offset by the sharp rise in input prices (particularly raw
materials and energy). |
|
|
|
The
Companys share (49.9%) in the losses of KCTR Turkey (formerly Ovisan) H-Ks
subsidiary in Turkey, from current operations has increased by approximately NIS 20.4
million, primarily due to the commencement of launching Kimberly Clarks
international brands Huggies® and Kotex® onto the Turkish market, which involves
significant investments in advertising, sales promotion and registration fees for the
organized chains. |
3
|
|
|
These investments along with marketing
efforts in the face of fierce competition resulted in 24% growth in sales, but also to
significant growth in operating loss. Furthermore, KCTR recorded an extraordinary
expenditure of approximately NIS 16 million (the Companys share is 49.9% approximately
NIS 8 million) in respect of the effect of the reduction in the corporate tax rate from
30% to 20% on the tax asset in recent years at KCTR and due to the sharp 20% devaluation
of the exchange rate of the Turkish lira relative to the US dollar. |
|
|
|
The
Companys share (26.25%) in the net profit of the Carmel Group grew by NIS 2.1
million, originated primarily from an increase in the operating profit as a result of a
quantitative increase in sales, the rise in selling prices, the greater efficiency and
the improved gross profit. This increase was partially offset by the rise in raw material
and energy prices. |
|
|
|
The Companys
share (43.05%) in the net loss of TMM grew by approximately NIS 7.5 million. The
factors that led to the increased loss consisted primarily as follows: Non-recurring
expenses, were recorded in TMM: due to cumulative losses in two of TMMs transfer
stations for the treatment and sorting of waste for the purpose of recycling, due to the
adoption of Accounting Standard 15 , TMM recorded during the third quarter of the year
2006, based on estimation of worth conducted by independent valuator, losses in the
amount of NIS 12.5 million. The Companys share (43.05%) in the losses, amounted to
NIS 5.4 million. In addition, a loss amounting to NIS 1.1 million was included in respect
of the cumulative effect at the beginning of the year due to the adoption of Accounting
Standard 25, provisions for impairment on account of a long-term loan of NIS 1.6 million
extended to a third party and cancellation of a tax asset created in respect of carryover
losses in the amount of NIS 2.2 million. The Companys total share in these
non-recurring expenses amounted to approximately NIS 7.5 million (included above). |
A total of 26,493 shares were issued
during the reported period (0.7% dilution), on account of the exercise of 46,750 options
as part of the Companys employee option plans.
On November 3, 2006, the Companys
employee option plan of the year 2001 expired. All the employees, who were entitled to
exercise their options, exercised them. The Companys senior employee option plan,
is still valid.
During the months of July and August
2006, the State of Israel was at war with the Hezbollah organization in Lebanon. The
conflict included missile attacks on population centers in the northern part of Israel.
Some of the Groups manufacturing centers in the north of the country were
consequently closed for various periods of time during the war, although there was no
material impact on the Companys business.
During the reported period, the
Company continued its preparations for the conversion of the existing energy generation
systems from the use of fuel oil to the use of natural gas. The arrival of natural gas is
delayed due to factors that are not in the control of the Company and its arrival is
expected during 2007.
The
Company also announced that its board of directors approved
in principle a strategic plan formalized by H-K, regarding the activity of its subsidiary
in Turkey, Kimberly-Clark Turkey
(KCTR), for the coming decade.
The
strategic complete plan, designated to expand the activities of KCTR, from the current
yearly sales turnover of $50 million to a turnover of $300 million in the year 2015, and
to improve its profitability through developing it as a significant factor in the Turkish
market in the fields of disposable diapers, women hygienic products and various tissue
products, based on international brands of Kimberly-Clark worldwide.
The strategic plan enable a gradual
implementation according the actual activity results, during the years and the different
fields, in purpose to be an engine of growth to the Group.
This report contains various
forward-looking statements, based upon the Board of Directors present expectations
and estimates regarding the operations of the Group and its business environment. The
Company does not guarantee that the future results of operations will coincide with the
forward-looking statements and these may in fact differ considerably from the present
forecasts as a result of factors that may change in the future, such as changes in costs
and market conditions, failure to achieve projected goals, failure to achieve anticipated
efficiencies and other factors which lie outside the control of the Company. The Company
undertakes no obligation to publicly update such forward-looking statements, regardless of
whether these updates originate from new information, future events or any other reason.
4
AMERICAN ISRAELI PAPER
MILLS LTD.
SUMMARY OF RESULTS
(UNAUDITED)
except per share
amounts
Nine months ended
September 30,
NIS IN THOUSANDS(1)
|
|
2006
|
|
2005
|
Net sales |
|
|
|
395,691 |
|
|
364,940 |
|
Net earnings(loss) | | |
|
(1,468 |
)* |
|
37,124 |
|
Basic net earnings(loss) per share | | |
|
(0.36 |
)* |
|
9.28 |
|
Fully diluted earnings(loss) per share | | |
|
(0.36 |
)* |
|
9.22 |
|
Three months ended
September 30,
NIS IN THOUSANDS (1)
|
|
2006
|
|
2005
|
Net sales |
|
|
|
136,527 |
|
|
124,899 |
|
Net earnings (loss) | | |
| (3,672 |
)* |
| 17,583 |
|
Basic net earnings (loss) per share | | |
|
(0.91 |
)* |
|
4.40 |
|
Fully diluted earnings (loss) per share | | |
|
(0.91 |
)* |
|
4.37 |
|
(1) |
|
New
Israeli shekel amounts are reported according to Accounting Standard No. 12 of
the Israeli Accounting Standard Board (hereafter- Standard No. 12)- Discontinuance
of Adjusting Financial Statements for Inflation. The reported NIS under
Standard No. 12 are nominal NIS, for transactions made after January 1, 2004. |
* |
|
Including
the Companys share in the NIS 8 million extraordinary expenses recorded in the
second quarter of the year in Turkey, as mentioned above. The representative exchange
rate at September 30, 2006 was NIS 4.302=$1.00. |
5
Exhibit 2
1
Translation from Hebrew
November 8, 2006
MANAGEMENT DISCUSSION
We are honored to present the
consolidated financial statements of the American Israeli Paper Mills Ltd. Group
(AIPM or the Company) for the first nine months of the calendar
year 2006 (the Reporting Period). The Company, its subsidiaries and associated
companies the Group.
A. |
|
Description
of the Groups Business |
|
AIPM
deals in the manufacture and sale of paper, in the recycling of paper waste and in the
marketing of office supplies through subsidiaries. The Company also holds
associated companies that deal in the manufacture and marketing of fine paper, in the
manufacture and marketing of household paper products, hygiene products, disposable
diapers and complementary kitchen products, corrugated board containers, packaging for
consumer goods and the handling of solid waste. |
|
The
Companys securities are traded on the Tel Aviv Stock Exchange and on the American
Stock Exchange (AMEX). |
|
2. |
|
The
Business Environment |
|
The
second Lebanon war and its repercussions affected the business environment in the third
quarter this year and slowed the accelerated growth rate that characterized the Israeli
economy in the first half of the year. The return to the same level of full activity that
characterized the economy during this period may be gradual. |
|
In
the global economy, a certain amount of recovery was recorded this year. |
|
The
rise in energy prices (especially fuel oil and diesel) that was recorded in 2005,
continued in the reported period of 2006 as well. The 39% increase in fuel oil prices and
the 29% increase in the price of diesel for transportation, as compared with the
corresponding period last year (January-September 2005), significantly affected the
Groups operations and its financial results. The rise in energy prices increased
the Groups costs in the Reported Period this year by NIS 27 million in
relation to the corresponding period last year. |
|
Furthermore,
the prices of the principal raw materials used by the Group in its various operations
also continued to rise and resulted in additional costs of NIS 32 million in the
Reported Period this year, as compared with the corresponding period last year. |
2
|
A
positive change was recorded this year in the European paper industry, reflected by a
better balance between the demand and supply of paper, which. rendered it possible for
paper companies to raise their selling prices, in order to offset increase in raw material
and energy prices, that severely impaired their profitability, albeit at a lower rate than
expected. This improvement if it lasts will serve to narrow the impact of
competing imports and will enable the Group to realize higher price hikes in response to
the rising raw material and energy prices. |
|
With
respect to the security-related events in Northern Israel, see Section G below. |
|
In
parallel to the rise of selling prices required due to the increase of input prices, the
Group is continuing to work toward improving corporate synergies. The reorganization
process that has been conducted over the past several months in the area of purchasing,
which is designed to lead to increasing savings in the Groups purchase costs. An
annual work plan for purchasing was implemented during the Reported Period, on the company
level and at the Group level, includes both objectives and indexes. In addition, a Spend
Analysis process has begun at the Group, with the intention of improving the purchasing
infrastructures in terms of information systems for planning and control, purchasing
categories and the unification of items in the Group. |
|
The
Group is also continuing to promote several organization-wide plans: The Talent Management
plan has already passed the initial stages by creating job descriptions for 400 managers
in the organization, creating definitions of personal objectives and indexes, and in the
future creating an incentive plan to improve focus, motivation and performance. In
addition, a Group-wide program has been launched for the development of middle management
in operations. This program is intended to improve the operating results on the bottom
line by empowering the shift managers tier to manage teams and tasks, while creating
supporting work routines. The actual guidance and tutoring of the shift managers is being
done by the operational managers. The WOW program is intended to maximize the added value
of the Group companies in the eyes of the customers and is currently in various stages of
implementation at the various companies. Kimberly-Clarks global Center-lining
program, that is designed to improve the efficiency of production lines, has begun to
positively affect the operational performance of some of the companies.
These
measures, along with the focus on cost-cutting plans and higher prices, render it possible
to deal with the higher costs, increase of input prices and the need to contend with
competing imports. |
|
The
Company is working intensively to convert the steam boiler system at the main facility in
Hadera from fuel oil to natural gas, towards its expected arrival during 2007, a step that
will lead to significant savings in energy expenses and will also affect positively both
the operating and net profit. |
3
|
During
the Reported Period (January-September 2006), the exchange rate of the NIS in relation to
the US dollar was revaluated by approximately 6.5%, as compared with a devaluation of 6.7%
in the corresponding period last year (January-September 2005). |
|
The
inflation rate during the Reported Period amounted to 0.8%, as compared with an inflation
rate of 1.9% in the corresponding period last year. |
|
Since
the Companys share in the earnings of associated companies constitutes a material
component in the Companys statements of income (primarily on account of its share in
the earnings of the associated companies Mondi Business Paper Hadera Ltd.
[Mondi Hadera] and Hogla-Kimberly Ltd. [Hogla-Kimberly] that were
consolidated in the past, until the transfer of control over these companies to the
international strategic partners), the aggregate data appearing below also includes the
results of all the companies in the AIPM Group (including the associated companies whose
results appear in the financial statements under earnings from associated
companies), without considering the rate of holding therein and net of inter-company
sales. |
|
The
Groups operations in Israel continued to grow rapidly during the Reported Period
this year, as the aggregate sales turnover of these operations amounted to NIS 2,165
million, as compared with NIS 1,954 million in the corresponding period, representing an
increase of 11%. |
|
The
aggregate sales (from operations in Israel) in the third quarter of the year amounted to
NIS 730 million, as compared with NIS 675 million in the corresponding quarter last year,
representing an increase of approximately 8%. |
|
In
parallel, a significant improvement was recorded in the operating profit of the activity
in Israel, as the aggregate operating profit in Israel in the Reported Period amounted to
approximately NIS 145.5 million, as compared with NIS 107.5 million in the corresponding
period, reflecting growth of approximately 35% (the profit last year was net of a loss of
NIS 10.6 million in the second quarter last year on account of a provision for the
liquidation of Club Market. Excluding this provision, the growth in the operating profit
amounted to 23%). |
|
The
aggregate operating profit of the Israeli operations in the third quarter of the year
amounted to NIS 52.4 million, as compared with NIS 40.9 million in the corresponding
quarter last year, representing growth of 28%. |
4
|
As
part of the plans to expand AIPM Groups international operations, the Group operates
in Turkey through the partnership with Kimberly-Clark in Hogla-Kimberly, through the
Kimberly-Clark Turkey subsidiary (KCTR). Following the past two years, during which KCTR
established the organizational infrastructure in Turkey and upgraded the disposable
diapers plant for the production of premium diapers Huggies, this year KCTR began
launching the international brands Huggies and Kotex onto the Turkish market. |
|
The
launch of the brands, which involves significant investments in advertising, sales
promotion and registration fees for the variety of large organized and retail chains (all
recorded as current expenses), led to significant growth in the KCTR operation and to
approximately 24% growth in sales in the Reported Period, in relation to the corresponding
period last year.
The
sales amounted to NIS 173.1 million during the Reported Period this year, as compared with
approximately NIS 139.1 million in the corresponding period last year. |
|
The
operating loss of the Turkey operations during the Reported Period amounted to
approximately NIS 57.7 million, as compared with a loss of NIS 13.9 million last year. The
increase in the operating loss is primarily attributed to expenses related to the launch
of the international brands, as part of the business development process in Turkey. |
|
The
information set forth below does not include the results of operation of the associated
companies- Mondi Hadera, Hogla-Kimberly, Carmel Container Systems (Carmel) and TMM Integrated
Recycling Industries (TMM), which are included in the Companys share in
results of associated companies . |
|
Growth
continued in the reported period, and sales amounted to NIS 395.7 million, as compared
with NIS 364.9 million in the corresponding period last year, reflecting growth of
approximately 8%. The sales in the third quarter of the year amounted to NIS 136.5
million, as compared with NIS 124.9 million in the corresponding quarter last year,
representing growth of approximately 9%. |
|
The
operating profit totaled NIS 41.9 million during the Reported Period, as compared with NIS
36.5 million in the corresponding period last year, representing an increase of
approximately 15%.
The operating profit amounted to NIS 16.8 million in the third quarter
of the year, as compared with NIS 10.7 million in the corresponding quarter last year,
representing growth of approximately 57%. |
5
|
2. |
|
Net
Profit and Earnings Per Share |
|
Net
loss in the Reported Period amounted to NIS -1.5 million. The net loss in the reported
period includes the Companys share (49.9% NIS 8 million) in extraordinary
expenses recorded at the end of the second quarter this year in Turkey due to a reduction
of the corporate tax rate in Turkey from 30% to 20%, that served to reduce the tax asset
for carryover losses at KCTR (created as part of the business setup in Turkey), coupled
with the sharp devaluation of the Turkish lira against the US dollar (that amounted to
approximately 20% in the second quarter). |
|
The
net loss in the third quarter of 2006 amounted to NIS -3.7 million, as compared with a net
loss of NIS -5.5 million in the second quarter this year. |
|
The
net loss in the Reported Period and in the third quarter includes the effect of a value
reduction in an associated company- TMM. The Companys share (43.05%) in the value
reduction, amounted to NIS 5.4 million (see Section C 7 below). |
|
The
net profit in the corresponding period last year amounted to NIS 37.1 million and NIS 17.5
million in the corresponding quarter last year. |
|
The
net profit in the third quarter last year (and in the corresponding period) included
non-recurring income on account of the impact of the change in the corporate tax rate in
Israel in the sum of NIS 8 million. |
|
The
Basic loss Per Share amounted to NIS -0.36 per share in the Reported Period ($-0.08 per
share), as compared with NIS 9.28 per share ($2.16 per share) in the corresponding period
last year. The Diluted loss Per Share amounted to NIS -0.36 per share in the Reported
Period ($-0.08 per share), as compared with NIS 9.22 per share ($2.14 per share) in the
corresponding period last year. |
|
The
Basic loss Per Share amounted to NIS -0.91 per share in the third quarter ($-0.21 per
share), as compared with earnings of NIS 4.40 per share ($1.02 per share) in the
corresponding quarter last year. The Diluted loss Per Share amounted to NIS -0.91 per
share in the third quarter ($-0.21 per share), as compared with earnings of NIS 4.37 per
share ($1.02 per share) in the corresponding quarter last year. |
C. |
|
Analysis
of Operations and Profitability in the Consolidated Financial Statements |
|
The
analysis set forth below is based on the consolidated data. |
|
The
consolidated sales during the Reported Period amounted to NIS 395.7 million, as compared
with NIS 364.9 million in the corresponding period last year, representing growth of
approximately 8%. |
|
The
growth in sales is attributed mainly to the improved selling prices of packaging paper, a
quantitative increase in sales of paper waste to external customers and to growth in the
sales of Graffiti Office Supplies and Paper Marketing Ltd.. |
6
|
The
sales turnover for the paper and recycling activity amounted to NIS 305.2 million, as
compared with NIS 280.1 million in the corresponding period last year, representing growth
of approximately 9%. |
|
The
sales turnover of the office supplies operations amounted to NIS 90.5 million, as compared
with NIS 84.8 million in the corresponding period last year, representing growth of
approximately 7%. |
|
The
cost of sales amounted to NIS 312.1 million or 78.9% of sales during the
Reported Period, as compared with NIS 288.6 million or 79.1% of sales in the
corresponding period last year. |
|
The
gross profit amounted to NIS 83.6 million or 21.1% of sales, as compared with NIS
76.4 million or 20.9% of sales in the corresponding period last year. |
|
The
increase in the gross profit in relation to the corresponding period last year, despite a
sharp increase in input prices (of paper waste (by approximately 9%), energy (by
approximately 39%) and water (by approximately 4%)), was achieved by implementation of the
efficiency program across all areas of operation and the increase of selling prices. |
|
The
gross profit in the third quarter of the year amounted to NIS 30.4 million, representing
22.3% of sales, as compared with NIS 24.1 million, representing 19.3% of sales in the
corresponding quarter last year an increase of 26%. |
|
Wages
in the cost of sales and in the selling, general and administrative expenses amounted to
NIS 119.1 million in the Reported Period, as compared with NIS 109.6 million in the
corresponding period last year. |
|
The
change in payroll costs in relation to the corresponding period last year reflects an
increase in personnel due to the expanded operations, along with a nominal of approximately 4% increase in
the wages. |
|
3. |
|
Selling,
General and Administrative Expenses |
|
The
selling, general and administrative expenses (including wages) amounted to NIS 41.7
million in the Reported Period or 10.5% of sales as compared with NIS 39.9
million or 10.9% of sales in the corresponding period last year. |
7
|
The
operating profit totaled NIS 41.9 million during the Reported Period (10.6% of sales), as
compared with NIS 36.5 million (10.0% of sales) in the corresponding period last year. |
|
The
operating profit of the paper and recycling sector amounted to NIS 42.7 million in the
Reported Period, as compared with NIS 37.3 million in the corresponding period last year.
The operating loss of the office supplies sector amounted to NIS -0.8 million and is
similar to last year. |
|
The
financial expenses during the Reported Period amounted to NIS 21.5 million, as compared
with NIS 8.2 million in the corresponding period last year. |
|
The
growth in financial expenses resulted primarily from the following reasons: |
|
|
|
|
The
total average of the Companys interest-bearing liabilities grew by approximately
NIS 130 million, between the two periods. The increase in liabilities is attributed to
the difference between the positive cash flows from operating activities on the one hand
and the investments in fixed assets and dividends distributed, on the other hand. |
|
|
|
|
The
1.6% rise in the interest rate in the economy between the periods also served to increase
the financing expenses. |
|
|
|
|
Furthermore,
the cost of hedging the CPI-linked liabilities (in the sum of NIS 230 million) rose to
1.8% per annum in 2006, up from 1.3% per annum in 2005, thereby bringing about an
increase in note-related costs. |
|
|
|
|
The
6.5% revaluation of the NIS relative to the US dollar, as compared with a 6.7%
devaluation in the corresponding period last year, led to significant growth of an extent
of NIS 6 million in the financial expenses this year, as compared to last year (due to a
surplus of dollar-linked assets held by the Company). |
|
Taxes
on income from current operations amounted to NIS 6.1 million in the Reported Period, as
compared with NIS 9.8 million in the corresponding period last year. |
|
The
main factors responsible for the decrease in tax expenses in the Reported Period as
compared with the corresponding period last year include the decrease in pre-tax profit
this year and the impact of the change in the tax rate on the current and deferred taxes
as a comparison between the two periods. |
8
|
7. |
|
Companys
Share in the Results of Associated Companies |
|
The
companies whose earnings are reported under this item (according to AIPMs holdings
therein), include primarily: Mondi Hadera, Hogla-Kimberly, Carmel and TMM. |
|
The
Companys share in the earnings (losses) of associated companies (from current
operations) amounted to a loss of NIS -7.3 million during the Reported Period, as compared
with a profit of NIS 10.6 million in the corresponding period last year.
Furthermore,
an extraordinary expenditure of NIS 8.0 million was recorded this year on account of the
Companys share in losses recorded by KCTR (Turkey) (a loss attributable to the
impact of the change in the tax rate in Turkey on KCTRs deferred taxes, coupled with
a sharp devaluation in Turkey, which served to increase the financial expenses on account
of KCTRs dollar-denominated liabilities). |
|
In
addition, last year, the Companys share in the earnings of associated companies
included a sum of NIS 3.9 million, on account of the change in the Israeli companies tax
rate. |
|
The
following principal changes were recorded in the Companys share in the earnings of
associated companies, in relation to the corresponding period last year: |
|
|
|
|
The
Companys share in the net loss of Mondi Hadera (49.9%) decreased by NIS 0.6
million, despite the NIS 4 million decrease in the operating profit (this year in
relation to last year) that originated from an extraordinary increase in raw material and
energy prices that were partially offset by the quantitative growth in sales and the
improved selling prices. The decrease in financing costs due to the impact of the
revaluation this year, as compared with the devaluation last year, served to offset most
of the impact of the said price increase and contributed to decrease in the net loss. |
|
|
|
|
The
Companys share (49.9%) in the net profit of Hogla-Kimberly in Israel grew by NIS
6.8 million. The operating profit of Hogla-Kimberly in Israel, grew from approximately
NIS 66 million to NIS 95 million this year, as a result of greater sales (due to improved
selling prices and a greater proportion of premium products in the total sales mix),
coupled with improved efficiency. This improvement was partially offset by the sharp rise
in input prices (particularly raw materials and energy). |
|
|
|
|
The
Companys share (49.9%) in the losses of KCTR Turkey (formerly Ovisan)
Hogla-Kimberly s subsidiary in Turky,from current operations has increased by
approximately NIS 20.4 million. As stated above, over the past two years KCTR has
established the organizational infrastructure in Turkey, developed its sales and
distribution network, and upgraded the diaper production plant in order to allow for the
production of Huggies premium disposable diapers. In 2006, KCTR began launching Kimberly
Clarks international brands Huggies® and Kotex® onto the
Turkish market. The launch of the brands involves significant investments in advertising,
sales promotion and registration fees for the organized chains. These investments along
with marketing efforts in the face of fierce competition resulted in 24% growth in sales,
but also to significant growth in operating loss. Furthermore, KCTR recorded an
extraordinary expenditure of approximately NIS 16 million (the Companys share is
49.9% approximately NIS 8 million) in respect of the effect of the reduction in
the corporate tax rate from 30% to 20% on the tax asset in recent years at KCTR and due
to the sharp 20% devaluation of the exchange rate of the Turkish lira relative to the US
dollar. |
9
|
|
|
|
The
Companys share (26.25%) in the net profit of the Carmel Group grew by NIS 2.1
million. This increase originated primarily from an increase in the operating profit as a
result of a quantitative growth in sales, the rise in selling prices, the greater
efficiency and the improved gross profit. This increase was partially offset by the rise
in raw material and energy prices. |
|
|
|
|
The
Companys share (43.05%) in the net loss of TMM grew by approximately NIS 7.5
million. The factors that led to the increased loss consisted primarily as follows:
Non-recurring expenses, were recorded in TMM: due to cumulative losses in two of TMMs
transfer stations for the treatment and sorting of waste for the purpose of recycling,
due to the adoption of Accounting Standard 15 , TMM recorded during the third quarter of
the year 2006, based on estimation of worth conducted by an independent valuator, losses in
the amount of NIS 12.5 million. The Companys share (43.05%) in the losses, amounted
to NIS 5.4 million. In addition, a loss amounting to NIS 1.1 million was included in
respect of the cumulative effect at the beginning of the year due to the adoption of
Accounting Standard 25, provisions for impairment on account of a long-term loan of NIS
1.6 million extended to a third party and cancellation of a tax asset created in respect
of carryover losses in the amount of NIS 2.2 million. The Companys total share in
these non-recurring expenses amounted to approximately NIS 7.5 million (included above). |
D. |
|
Liquidity
and Investments |
|
The
accounts receivable item as of September 30, 2006, totaled NIS 174.4 million, as compared
with NIS 150.9 million as of September 30, 2005 and as compared with NIS 150.4 million on
December 31, 2005. The increased accounts receivable item is primarily attributed to the
growth in the volume of operations. |
|
The
inventory item as of September 30, 2006 totaled NIS 59.4 million, as compared with NIS
63.6 million as of September 30, 2005 and as compared with approximately NIS 64 million on
December 31, 2005. |
10
|
The
cash flows from operating activities (excluding dividends received from associated
companies) amounted to NIS 4.7 million in the Reported Period, as compared with NIS 49.7
million in the corresponding period last year (reported cash flows including dividend
received from associated companies amounted to NIS 7.4 million, as compared with NIS 71.5
million, respectively).
A
significant decrease was recorded in the corresponding period last year in the operating
working capital, as compared with growth this year. The decrease in working capital last
year was primarily attributable to a payment deferred from the end of 2004 to 2005.
The
increase in operating working capital this year is primarily attributed to the increase in
the volumes of operation and an increase in the actual days of customer credit. |
|
Investments
in Fixed Assets |
|
The
investments in fixed assets amounted to NIS 34.4 million during the Reported Period, as
compared with NIS 54.7 million in the corresponding period last year. The investments this
year included payments on account of the investment in converting energy systems to
operate using natural gas, coupled with investments in storage and compaction equipment,
in compactors, machines, equipment and transportation equipment. |
|
The
long-term liabilities (including current maturities) amounted to NIS 303.1 million on
September 30, 2006, as compared with NIS 266.6 million on September 30, 2005. The
long-term liabilities grew primarily on account of assuming a long-term bank loan of NIS
40 million (converted from short-term to long-term). The long-term liabilities include
primarily two series of debentures: |
|
Series
1 NIS 20.8 million, for repayment by 2009. Series 2 NIS 209.8 million, for
repayment between 2007 and 2013. |
|
According
to the directives of Accounting Standard No. 22, starting January 1st 2006,
the debenture balances are presented net of deferred expenses thereupon in the sum of NIS
0.8 million. |
|
The
balance of short-term credit, as of September 30, 2006, amounted to NIS 227.6 million, as
compared with NIS 91.8 million on September 30, 2005. The balance of short-term credit
(along with the increase in long- term loans) has increased in relation to the
corresponding period last year, due to the need to finance the net cash flow balance for
the period between October 2005 and September 2006: resulting from investments in fixed
assets (NIS 51 million), divided payments (NIS 151 million) and net of the positive cash
flows (NIS 31 million). |
11
E. |
|
Exposure
and Management of Market Risks |
|
Pursuant
to the Management Discussion dated December 31, 2005, which outlined the essence of the
exposure and management of market risks, as set forth by the Board of Directors, the
following is an update, true to September 30, 2006: |
|
The
Company possesses CPI-linked liabilities in the net overall sum of NIS 230 million, with
the interest thereupon being no higher than the market interest rate. In the event that
the inflation rate shall rise significantly, a loss may be recorded in the Companys
financial statements, due to the surplus of CPI-linked liabilities. The Company
consequently entered into a forward transaction, with a term of one year until the
end of 2006, to hedge a sum of NIS 230 million against a rise in the CPI (at a cost of
1.8% per annum). |
The
following are the balance sheet items, according to linkage bases, as at December 31, 2005
and updated for September 30, 2006:
In NIS Millions
|
Unlinked
|
CPI-linked
|
In foreign
currency, or
linked thereto
(primarily US$)
|
Non-Monetary Total
|
Total
|
Assets |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | |
| 4.4 |
|
| |
|
| 5.8 |
|
| |
|
| 10.2 |
|
Other Accounts Receivable | | |
| 222.5 |
|
| 0.2 |
|
| 64.2 |
|
| 11.2 |
|
| 298.1 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
|
|
59.4 |
|
|
59.4 |
|
Investments in Associated Companies |
|
|
|
63.5 |
|
|
|
|
|
8.6 |
|
| 332.0 |
|
| 404.1 |
|
Deferred taxes on income |
|
|
|
|
|
|
|
|
|
|
|
|
5.7 |
|
|
5.7 |
|
Fixed assets, net | | |
| |
|
| |
|
| |
|
| 390.4 |
|
| 390.4 |
|
|
|
|
|
|
|
Total Assets | | |
| 290.4 |
|
| 0.2 |
|
| 78.6 |
|
| 798.7 |
|
| 1,167.9 |
|
|
|
|
|
|
|
|
|
|
|
|
| | |
Liabilities | | |
Short-term credit from banks | | |
| 227.6 |
|
| |
|
| |
|
| |
|
| 227.6 |
|
Other accounts payable | | |
| 171.2 |
|
| - |
|
| 8.0 |
|
| |
|
| 179.2 |
|
Deferred taxes on income | | |
| |
|
| |
|
| |
|
| 43.6 |
|
| 43.6 |
|
Notes (bonds) - including current maturities | | |
| |
|
| 230.3 |
|
| |
|
| |
|
| 230.3 |
|
Other liabilities - including current | | |
| 72.8 |
|
| |
|
| |
|
| |
|
| 72.8 |
|
maturities | | |
Shareholders' equity, funds and retained | | |
| |
|
| |
|
| |
|
| 414.4 |
|
| 414.4 |
|
earnings | | |
|
|
|
|
|
|
Total liabilities and equity | | |
| 471.6 |
|
| 230.3 |
|
| 8.0 |
|
| 458.0 |
|
| 1,167.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Surplus financial assets (liabilities) as at | | |
September 30, 2006 | | |
|
(181.2 |
) |
|
(230.1 |
) |
|
70.6 |
|
|
340.7 |
|
|
- |
|
|
|
|
|
|
|
Surplus financial assets (liabilities) as at | | |
December 31, 2005 | | |
| (73.1 |
) |
| (235.3 |
) |
| 59.2 |
|
| 249.2 |
|
| |
|
|
|
|
|
|
|
12
|
AIPM
is exposed to various risks associated with operations in Turkey, where Hogla-Kimberly is
active through its subsidiary, KCTR. These risks originate from concerns regarding the
economic instability, high devaluation and elevated interest rates that have characterized
the Turkish economy in the past and that may recur and harm the KCTR operations. |
F. |
|
Forward-Looking
Statements |
|
This
report contains various forward-looking statements, based upon the Board of
Directors present expectations and estimates regarding the operations of the Group
and its business environment. The Company does not guarantee that the future results of
operations will coincide with the forward-looking statements and these may in fact differ
considerably from the present forecasts as a result of factors that may change in the
future, such as changes in costs and market conditions, failure to achieve projected
goals, failure to achieve anticipated efficiencies and other factors which lie outside the
control of the Company. The Company undertakes no obligation to publicly update such
forward-looking statements, regardless of whether these updates originate from new
information, future events or any other reason. |
G. |
|
Update
Regarding the Description of the Companys Business in the Periodical
Report for 2005 |
|
|
|
In
April 2006, the rating of the Companys notes, Series I and II, was re- affirmed by
Maalot (the Israeli Securities Rating Company Ltd., an affiliate of Standard and Poors,
the entity responsible for credit rating in the Israeli market) as AA-. |
|
|
|
TMM
Integrated Recycling Industries Ltd. (an associated company) announced on March 7, 2006
that the Israeli Securities Authority had contacted it regarding an investigation
pertaining to the company. At this stage, TMM is unable to estimate the impact of this
investigation on the company. |
|
|
|
On
April 2, 2006, Mr. Zvi Livnat was appointed Chairman of the Board of Directors of the
Company, replacing Mr. Yerushalmi who has retired. |
|
|
|
In
June 2006, the Company announced the distribution of a dividend for 2006, in the amount
of NIS 100 million (NIS 24.85 per share). The dividend was distributed in July 2006. |
|
|
|
A
total of 26,493 shares were issued during the Reported Period (0.7% dilution), on account
of the exercise of 46,750 options as part of the Companys employee option plans. |
|
|
|
On
November 3, 2006, the Companys employee option plan of the year 2001 expired. All
the employees, who were entitled to exercise their options, exercised them. The Companys
senior employee option plan, is still valid. |
|
|
|
During
the months of July and August 2006, the State of Israel was at war with the Hezbollah
organization in Lebanon. The conflict included missile attacks on population centers in
the northern part of Israel. Some of the Groups manufacturing centers in the north
of the country were consequently closed for various periods of time during the war,
although there was no material impact on the Companys business. |
13
|
|
|
During
the Reported Period, the Company continued its preparations for the conversion of the
existing energy generation systems from the use of fuel oil to the use of natural gas.
The arrival of natural gas is delayed due to factors that are not in the control of the
Company and its arrival is expected during 2007. |
|
|
|
The
Ministry of Environmental Protection notified that, although the Companys Mill in
Hadera had invested a great deal in the improvement of sewage and in other matters of
quality of the environment, an investigation against it is required with regard to
deviations from part of the air quality standards. |
|
On
July 16, 2006, Eli Greenbaum was appointed Internal Auditor of the Company, replacing
Lenny Siegel, who has retired. Eli Greenbaum is an employee of the corporation and is a
certified CPA. |
|
Pursuant
to the directive of the Securities Authority from July 28, 2005, requiring disclosure
regarding consent for conducting a Peer Group Survey that is intended
as mentioned in the directive to put in motion a process of control over the work
of the auditing certified public accountants, the Companys Board of Directors
approved the Companys consent to the survey on November 8, 2006. |
|
|
|
|
Tzvika Livnat |
Avi Brenner |
Chairman of the Board of Di |
General Manager |
Exhibit 3
13
AMERICAN ISRAELI PAPER
MILLS LTD.
SUMMARY OF CONSOLIDATED
BALANCE SHEETS
NIS IN THOUSANDS
|
SEPT. 30, 2006
(UNAUDITED)
| |
SEPT. 30, 2005
(UNAUDITED)
| |
DEC. 31,2005
(AUDITED)
| |
Current assets : |
|
|
| |
|
| |
|
| |
|
| | |
Cash and cash equivalents | | |
|
10,214 |
|
| 2,810 |
|
| 8,318 |
|
Short-term deposits and investments | | |
|
- |
|
| 11,409 |
|
| 11,416 |
|
Accounts receivables: | | |
Trade | | |
|
174,409 |
|
| 150,931 |
|
| 150,409 |
|
Other | | |
|
123,751 |
|
| 111,691 |
|
| 106,124 |
|
| | |
Inventories | | |
|
59,368 |
|
| 63,636 |
* |
| 63,999 |
|
|
| |
| |
| |
Total current assets | | |
|
367,742 |
|
| 340,477 |
|
| 340,266 |
|
| | |
Investments and long term receivables: | | |
Investments in associated companies | | |
|
404,097 |
|
| 430,036 |
|
| 428,957 |
|
Deferred income taxes | | |
|
5,655 |
|
| 6,511 |
|
| 5,655 |
|
|
| |
| |
| |
| | |
|
409,752 |
|
| 436,547 |
|
| 434,612 |
|
| | |
Fixed assets | | |
Cost | | |
|
1,091,225 |
|
| 1,043,285 |
* |
| 1,057,911 |
|
Less - accumulated depreciation | | |
|
700,786 |
|
| 670,996 |
|
| 677,977 |
|
|
| |
| |
| |
| | |
|
390,439 |
|
| 372,289 |
|
| 379,934 |
|
Deferred charges - | | |
net of accumulated amortization | | |
|
- |
|
| 986 |
|
| 946 |
|
|
| |
| |
| |
|
| |
|
1,167,933 |
|
| 1,150,299 |
|
| 1,155,758 |
|
|
| |
| |
| |
| | |
Current liabilities: | | |
| | |
Credit from banks | | |
|
227,609 |
|
| 91,754 |
|
| 93,171 |
|
| | |
Current maturities of long-term notes | | |
| 6,960 |
|
| 6,774 |
|
| 6,827 |
|
| | |
Payables and accured liabilities : | | |
| | |
Trade | | |
| 93,767 |
|
| 86,606 |
|
| 90,512 |
|
| | |
Dividend payable |
|
|
|
- |
|
|
|
|
|
50,093 |
|
| | |
Other | | |
| 85,490 |
|
| 94,501 |
|
| 85,407 |
|
|
| |
| |
| |
Total current liabilities | | |
| 413,826 |
|
| 279,635 |
|
| 326,010 |
|
| | |
Long-term liabilities | | |
| | |
Deferred income taxes | | |
| 43,575 |
|
| 45,836 |
|
| 45,783 |
|
| | |
Loans and other liabilities (net of current maturities): | | |
| | |
Long-term bank loans | | |
| 40,000 |
|
| | |
Notes | | |
| 223,337 |
|
| 226,045 |
|
| 227,811 |
|
| | |
Other liabilities | | |
| 32,770 |
|
| 33,766 |
|
| 32,770 |
|
|
| |
| |
| |
Total long term liabilities | | |
| 339,682 |
|
| 305,647 |
|
| 306,364 |
|
| | |
Total liabilities | | |
| 753,508 |
|
| 585,282 |
|
| 632,374 |
|
| | |
Shareholders' equity : | | |
| | |
Share capital | | |
| 125,257 |
|
| 125,257 |
|
| 125,257 |
|
| | |
Capital surplus | | |
| 90,060 |
|
| 90,060 |
|
| 90,060 |
|
| | |
Capital surplus on account of tax benefit from | | |
exercise of employee options | | |
| 2,175 |
|
| 340 |
|
| 401 |
|
| | |
Currency adjustments in respect of financial | | |
statements of associated company and a subsidiary | | |
| (10,783 |
) |
| (621 |
) |
| (813 |
) |
| | |
Retained earnings | | |
| 207,716 |
|
| 349,981 |
|
| 308,479 |
|
|
| |
| |
| |
| | |
| 414,425 |
|
| 565,017 |
|
| 523,384 |
|
|
| |
| |
| |
| | |
| 1,167,933 |
|
| 1,150,299 |
|
| 1,155,758 |
|
|
| |
| |
| |
* Reclassified
The accompanying notes are an
integral part of the financial statements.
14
AMERICAN ISRAELI PAPER
MILLS LTD.
SUMMARY OF CONSOLIDATED
STATEMENTS OF INCOME
NIS IN THOUSANDS
|
NINE-MONTH PERIOD
ENDED SEPT. 30
| |
THREE-MONTH PERIOD
ENDED SEPT. 30
| |
YEAR ENDED
DEC. 31
| |
|
2006
| |
2005
| |
2006
| |
2005
| |
2005
| |
|
(UNAUDITED)
| |
(UNAUDITED)
| |
(UNAUDITED)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales - net | | |
| 395,691 |
|
| 364,940 |
|
| 136,527 |
|
| 124,899 |
|
| 482,461 |
|
| | |
Cost of sales | | |
| 312,055 |
|
| 288,569 |
|
| 106,109 |
|
| 100,841 |
|
| 383,179 |
|
| | |
|
| |
| |
| |
| |
| |
Gross profit | | |
| 83,636 |
|
| 76,371 |
|
| 30,418 |
|
| 24,058 |
|
| 99,282 |
|
| | |
Selling and marketing, administrative and general expenses: | | |
| | |
Selling and marketing | | |
| 23,800 |
|
| 23,081 |
|
| 8,287 |
|
| 8,329 |
|
| 30,482 |
|
Administrative and general | | |
| 17,929 |
|
| 16,778 |
|
| 5,370 |
|
| 4,989 |
|
| 21,018 |
|
|
| |
| |
| |
| |
| |
| | |
| 41,729 |
|
| 39,859 |
|
| 13,657 |
|
| 13,318 |
|
| 51,500 |
|
| | |
|
| |
| |
| |
| |
| |
Income from ordinary operations | | |
| 41,907 |
|
| 36,512 |
|
| 16,761 |
|
| 10,740 |
|
| 47,782 |
|
| | |
Financial expenses - net | | |
| 21,538 |
|
| 8,241 |
|
| 8,679 |
|
| 3,967 |
|
| 12,490 |
|
| | |
|
| |
| |
| |
| |
| |
Income before taxes on income | | |
| 20,369 |
|
| 28,271 |
|
| 8,082 |
|
| 6,773 |
|
| 35,292 |
|
| | |
Taxes on income | | |
| 6,059 |
|
| 5,634 |
|
| 1,959 |
|
| (866 |
) |
| 5,991 |
|
| | |
Income from operations of the company | | |
and the consolidated subsidiaries | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
| 14,310 |
|
| 22,637 |
|
| 6,123 |
|
| 7,639 |
|
| 29,301 |
|
| | |
Share in profits (losss) of associated companies - net | | |
| (15,317 |
) |
| 14,487 |
|
| (9,795 |
) |
| 9,944 |
|
| 16,414 |
|
| | |
Net Income (loss) before cumulative effect at beginning | | |
of period in profits of associated companies | | |
as a result of accounting changes | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
| (1,007 |
) |
| 37,124 |
|
| (3,672 |
) |
| 17,583 |
|
| 45,715 |
|
| | |
Cumulative effect at beginning of period in profits of | | |
associated companies | | |
| (461 |
) |
|
| |
| |
| |
| |
| |
Net income (loss) for the period | | |
| (1,468 |
) |
| 37,124 |
|
| (3,672 |
) |
| 17,583 |
|
| 45,715 |
|
|
| |
| |
| |
| |
| |
| | |
Basic net earning (loss) before accumulated effect per share (in N.I.S) | | |
| (0.25 |
) |
* | 9.28 |
|
| (0.91 |
) |
* | 4.40 |
|
* | 11.43 |
|
| | |
Cumulative effect at beginning of year, in profits of associated | | |
companies, as a result of accounting changes | | |
| (0.11 |
) |
| |
|
| |
|
| |
|
| |
|
| | |
|
| |
| |
| |
| |
| |
Basic net earning (loss) per share (in N.I.S) | | |
| (0.36 |
) |
* | 9.28 |
|
| (0.91 |
) |
* | 4.40 |
|
* | 11.43 |
|
|
| |
| |
| |
| |
| |
| | |
Fully diluted earning (loss) before accumulated effect per share (in N.I.S) | | |
| (0.25 |
) |
* | 9.22 |
|
| (0.91 |
) |
* | 4.37 |
|
* | 11.35 |
|
| | |
Cumulative effect at beginning of year, in profits of associated | | |
companies, as a result of accounting changes | | |
| (0.11 |
) |
| |
|
| |
|
| |
|
| |
|
|
| |
| |
| |
| |
| |
Fully diluted earning (loss) per share (in N.I.S) |
|
|
|
(0.36 |
) |
* |
9.22 |
|
|
(0.91 |
) |
* |
4.37 |
|
* |
11.35 |
|
|
| |
| |
| |
| |
| |
| | |
Number of shares used to compute the basic earnings | | |
per share (in N.I.S) | | |
| 4,023,054 |
|
* | 3,999,310 |
|
| 4,027,819 |
|
* | 4,000,058 |
|
* | 3,999,867 |
|
|
| |
| |
| |
| |
| |
| | |
Number of shares used to compute the fully diluted earnings | | |
per share (in N.I.S) | | |
| 4,023,054 |
|
* | 4,025,878 |
|
| 4,027,819 |
|
* | 4,023,807 |
|
* | 4,028,107 |
|
|
| |
| |
| |
| |
| |
*
After retrospective application of accounting change see note 2 (3).
The accompanying notes are an
integral part of the financial statements.
15
AMERICAN ISRAELI PAPER
MILLS LTD.
SUMMARY OF
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
NIS IN THOUSANDS
|
SHARE
CAPITAL
| |
CAPITAL
SURPLUS
| |
CAPITAL
SURPLUS
RESULTING FROM
TAX BENEFIT ON
EXERCISE OF
EMPLOYEE
OPTIONS
| |
DIFFERENCES FROM
TRANSLATION OF
FOREIGN CURRENCY
RESULTING FROM
FINANCIAL
STATEMENTS OF
ASSOCIATED
COMPANIES
| |
RETAINED
EARNINGS
| |
TOTAL
|
Balance at December 31, 2005 (audited) |
|
|
|
125,257 |
|
|
90,060 |
|
|
401 |
|
|
(813) |
|
|
308,479 |
|
|
523,384 |
|
| | |
Adjustments as at January 1, 2006, resulting from initially | | |
application of new accounting standards (unaudited) (see note 2) | | |
| | |
Negative goodwill lbalance carried to the balance of retained earnings | | |
| |
|
| |
|
| |
|
| |
|
| 1,062 |
|
| 1,062 |
|
| | |
Balance at January 1, 2006 after initially | | |
application of new accounting standards (unaudited) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| | |
| 125,257 |
|
| 90,060 |
|
| 401 |
|
|
(813) |
|
| 309,541 |
|
| 524,446 |
|
|
| |
| |
| |
| |
| |
| |
| | |
Changes during the nine month period | | |
ended September 30, 2006 (unaudited) | | |
| | |
Loss | | |
| |
|
| |
|
| |
|
| |
|
|
(1,468 |
) |
| (1,468 |
) |
| | |
Dividend paid | | |
| |
|
| |
|
| |
|
| |
|
| (100,101 |
) |
| (100,101 |
) |
| | |
Erossion of dividend | | |
| |
|
| |
|
| |
|
| |
|
| (256 |
) |
| (256 |
) |
| | |
Exercise of employee options into shares | | |
| * |
|
| |
|
| 1,774 |
|
| |
|
| |
|
| 1,774 |
|
| | |
Differences from currency translation resulting from translation | | |
of financial statements of associated company | | |
| |
|
| |
|
| |
|
|
(9,970) |
|
| |
|
| (9,970 |
) |
|
| |
| |
| |
| |
| |
| |
Balance at September 30, 2006 (unaudited) | | |
| 125,257 |
|
| 90,060 |
|
| 2,175 |
|
|
(10,783) |
|
| 207,716 |
|
| 414,425 |
|
|
| |
| |
| |
| |
| |
| |
| | |
Balance at January 1, 2005 (audited) | | |
| 125,257 |
|
| 90,060 |
|
| |
|
|
(2,807) |
|
| 362,803 |
|
| 575,313 |
|
| | |
Changes during the nine month period ended September 30, 2005 (unaudited) : | | |
| | |
Net income | | |
| |
|
| |
|
| |
|
| |
|
| 37,124 |
|
| 37,124 |
|
| | |
Dividend paid | | |
| |
|
| |
|
| |
|
| |
|
| (49,946 |
) |
| (49,946 |
) |
| | |
Exercise of employees options into shares | | |
| * |
|
| |
|
| 340 |
|
| |
|
| |
|
| 340 |
|
| | |
Differences from currency translation resulting from translation | | |
of financial statements of associated companies | | |
| |
|
| |
|
| |
|
| 2,186 |
|
| |
|
| 2,186 |
|
|
| |
| |
| |
| |
| |
| |
Balance at September 30, 2005 (unaudited) | | |
| 125,257 |
|
| 90,060 |
|
| 340 |
|
|
(621) |
|
| 349,981 |
|
| 565,017 |
|
|
| |
| |
| |
| |
| |
| |
| | |
Balance at July 1, 2006 (audited) | | |
| 125,257 |
|
| 90,060 |
|
| 2,002 |
|
|
(13,055) |
|
| 211,644 |
|
| 415,908 |
|
| | |
Changes during the three month period | | |
ended September 30, 2006 (unaudited) | | |
| | |
Loss | | |
| |
|
| |
|
| |
|
| |
|
| (3,672 |
) |
| (3,672 |
) |
| | |
Erosion of dividend | | |
| |
|
| |
|
| |
|
| |
|
| (256 |
) |
| (256 |
) |
| | |
Exercise of employee options into shares | | |
| * |
|
| |
|
| 173 |
|
| |
|
| |
|
| 173 |
|
| | |
Differences from currency translation resulting from translation | | |
of financial statements of associated company | | |
| |
|
| |
|
| |
|
| 2,272 |
|
| |
|
| 2,272 |
|
| | |
|
| |
| |
| |
| |
| |
| |
Balance at September 30, 2006 (unaudited) | | |
| 125,257 |
|
| 90,060 |
|
| 2,175 |
|
|
(10,783) |
|
| 207,716 |
|
| 414,425 |
|
|
| |
| |
| |
| |
| |
| |
| | |
Balance at July 1, 2005 (audited) | | |
| 125,257 |
|
| 90,060 |
|
| 267 |
|
|
(1,356) |
|
| 382,344 |
|
| 596,572 |
|
| | |
Changes during the three month period | | |
ended September 30, 2005 (unaudited) | | |
| | |
Net income | | |
| |
|
| |
|
| |
|
| |
|
| 17,583 |
|
| 17,583 |
|
| | |
Dividend paid | | |
| |
|
| |
|
| |
|
| |
|
| (49,946 |
) |
| (49,946 |
) |
| | |
Exercise of employee options into shares | | |
| * |
|
| |
|
| 73 |
|
| |
|
| |
|
| 73 |
|
| | |
Differences from currency translation resulting from translation | | |
of financial statements of associated companies | | |
| |
|
| |
|
| |
|
| 735 |
|
| |
|
| 735 |
|
|
| |
| |
| |
| |
| |
| |
Balance at September 30, 2005 (unaudited) | | |
| 125,257 |
|
| 90,060 |
|
| 340 |
|
|
(621) |
|
| 349,981 |
|
| 565,017 |
|
|
| |
| |
| |
| |
| |
| |
| | |
Balance at January 1, 2005 (audited) | | |
| 125,257 |
|
| 90,060 |
|
| |
|
|
(2,807) |
|
| 362,803 |
|
| 575,313 |
|
| | |
| | |
Changes during the year ended | | |
December 31, 2005 (audited) | | |
| | |
Net income | | |
| |
|
| |
|
|
|
|
|
|
|
| 45,715 |
|
| 45,715 |
|
| | |
Dividend paid | | |
| |
|
| |
|
|
|
|
|
|
|
| (100,039 |
) |
| (100,039 |
) |
| | |
Exercise of employee options into shares | | |
| * |
|
| |
|
|
401 |
|
|
|
|
| |
|
| 401 |
|
| | |
Differences from currency translation resulting from translation | | |
of financial statements of associated companies | | |
| |
|
| |
|
| |
|
| 1,994 |
|
| |
|
| 1,994 |
|
|
| |
| |
| |
| |
| |
| |
Balance at December 31, 2005 (audited) | | |
| 125,257 |
|
| 90,060 |
|
| 401 |
|
|
(813) |
|
| 308,479 |
|
| 523,384 |
|
|
| |
| |
| |
| |
| |
| |
* Less than 1,000 NIS.
The accompanying notes are an
integral part of the financial statements.
16
AMERICAN ISRAELI PAPER MILLS LTD.
SUMMARY OF CONSOLIDATED STATEMENTS OF CASH FLOWS
NIS IN THOUSANDS
|
NINE-MONTH
PERIOD ENDED
SEPT. 30 2006
(UNAUDITED)
| |
NINE-MONTH
PERIOD ENDED
SEPT. 30, 2005
(UNAUDITED)
| |
THREE-MONTH
PERIOD ENDED
SEPT. 30 2006
(UNAUDITED)
| |
THREE-MONTH
PERIOD ENDED
SEPT. 30, 2005
(UNAUDITED)
| |
YEAR ENDED
DEC. 31, 2005
(AUDITED)
| |
CASH FLOWS FROM OPERATING ACTIVITIES : |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| | |
Net income (loss) for the period | | |
| (1,468 |
) |
| 37,124 |
|
| (3,672 |
) |
| 17,583 |
|
| 45,715 |
|
| | |
Adjustments to reconcile net income to net cash provided by | | |
operating activities (a) | | |
| 8,824 |
|
| 34,360 |
|
| 1,238 |
|
| (13,107 |
) |
| 42,845 |
|
|
| |
| |
| |
| |
| |
Net cash provided by (used in) operating activities | | |
| 7,356 |
|
| 71,484 |
|
| (2,434 |
) |
| 4,476 |
|
| 88,560 |
|
|
| |
| |
| |
| |
| |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES : | | |
| | |
Purchase of fixed assets | | |
| (34,398 |
) |
| (54,711 |
) |
| (12,290 |
) |
| (31,670 |
) |
| (71,080 |
) |
Short-term deposits and investments | | |
| 11,582 |
|
| 51,003 |
|
| - |
|
| - |
|
| 51,003 |
|
Granting of loans to associated companies |
|
|
|
|
|
|
(2,762 |
) |
| - |
|
| - |
|
| (2,744 |
) |
Proceeds from sale of subsidiary consolidated in the past (B) | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,004 |
|
Proceeds from sale of fixed assets | | |
| 281 |
|
| 6,432 |
|
| (23 |
) |
| 6,080 |
|
| 6,532 |
|
|
| |
| |
| |
| |
| |
Net cash used in investing activities | | |
| (22,535 |
) |
| (38 |
) |
| (12,313 |
) |
| (25,590 |
) |
| (14,285 |
) |
|
| |
| |
| |
| |
| |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES : | | |
| | |
Receipt of long-term loans from others | | |
| 40,000 |
|
| 1,746 |
|
| 40,000 |
|
| 292 |
|
| 1,746 |
|
Repayment of long-term loans from banks | | |
|
|
|
|
(276 |
) |
|
|
|
|
(276 |
) |
| (277 |
) |
Redemption of Notes | | |
| (6,913 |
) |
| (6,681 |
) |
| 0 |
|
| - |
|
| (6,680 |
) |
Dividend paid | | |
| (150,450 |
) |
| (49,946 |
) |
| (100,357 |
) |
| (49,946 |
) |
| (49,946 |
) |
Short-term bank credit - net | | |
| 134,438 |
|
| (21,292 |
) |
| 72,882 |
|
| 62,857 |
|
| (18,613 |
) |
|
| |
| |
| |
| |
| |
Net cash provided by (used in) financing activites | | |
| 17,075 |
|
| (76,449 |
) |
| 12,525 |
|
| 12,927 |
|
| (73,770 |
) |
|
| |
| |
| |
| |
| |
| | |
Increase (decrease) in cash and cash equivalents | | |
| 1,896 |
|
| (5,003 |
) |
| (2,222 |
) |
| (8,187 |
) |
| 505 |
|
Balance of cash and cash equivalents at beginning of period | | |
| 8,318 |
|
| 7,813 |
|
| 12,436 |
|
| 10,997 |
|
| 7,813 |
|
| | |
|
| |
| |
| |
| |
| |
Balance of cash and cash equivalents at end of period | | |
| 10,214 |
|
| 2,810 |
|
| 10,214 |
|
| 2,810 |
|
| 8,318 |
|
|
| |
| |
| |
| |
| |
| | |
(a) Adjustments to reconcile net income to net cash provided by | | |
operating activities: | | |
| | |
Income and expenses not involving cash flows: | | |
Share in profits (losss) of associated companies - net | | |
| 15,317 |
|
| (14,487 |
) |
| 9,795 |
|
| (9,944 |
) |
| (16,414 |
) |
Dividend received from associated company | | |
| 2,650 |
|
| 21,761 |
|
| - |
|
| - |
|
| 21,761 |
|
Depreciation and amortization | | |
| 23,878 |
|
| 23,760 |
|
| 7,922 |
|
| 7,871 |
|
| 31,604 |
|
Deferred income taxes - net | | |
| (4,061 |
) |
| (7,325 |
) |
| (1,073 |
) |
| (4,562 |
) |
| (7,671 |
) |
Capital gains on: | | |
Sale of fixed assets | | |
| (266 |
) |
| (3,491 |
) |
| (31 |
) |
| (3,367 |
) |
| (3,570 |
) |
Sale of subsidiary consolidated in the past (b) | | |
|
|
|
|
|
|
|
|
|
|
|
|
|
(874 |
) |
Lose (income) from short-term deposits and investments, not realized yet | | |
| (166 |
) |
| 52 |
|
| - |
|
| (112 |
) |
| 45 |
|
Linkage differences on principal of long-term loans from | | |
banks and others - net | | |
|
|
|
|
118 |
|
|
|
|
| 118 |
|
| (111 |
) |
Linkage differences on Notes | | |
| 3,518 |
|
| 3,815 |
|
| 482 |
|
| 2,645 |
|
| 6,171 |
|
Erosion (Linkage differences) on loans to associated companies | | |
| 174 |
|
| (536 |
) |
| 125 |
|
| 150 |
|
| (975 |
) |
Cumulative effect at beginning of period as a result | | |
of accounting changes in associated companies | | |
| 461 |
|
Changes in operating assets and liabilities: | | |
Increase in receivables | | |
| (42,424 |
) |
| (16,334 |
) |
| (23,647 |
) |
| (15,331 |
) |
| (8,749 |
) |
Decrease (increase) in inventories | | |
| 4,631 |
|
| (169 |
) |
| 3,834 |
|
| 1,149 |
|
| (1,612 |
) |
Increase in payables and accruals liabilities | | |
| 5,112 |
|
| 27,196 |
|
| 3,831 |
|
| 8,276 |
|
| 23,240 |
|
|
| |
| |
| |
| |
| |
| | |
| 8,824 |
|
| 34,360 |
|
| 1,238 |
|
| (13,107 |
) |
| 42,845 |
|
|
| |
| |
| |
| |
| |
| | |
(b) Proceeds from sale of subsidiary consolidated in the past | | |
| | |
Assets and liabilities of the subsidiary consolidated in the past at the | | |
date of its sale: | | |
Working capital (excluding cash and cash equivalents) | | |
| |
|
| |
|
| |
|
| |
|
| 509 |
|
Fixed assets | | |
| |
|
| |
|
| |
|
| |
|
| 1,979 |
|
Long-term liabilities | | |
| |
|
| |
|
| |
|
| |
|
| (1,358 |
) |
Capital gain from the sale | | |
| |
|
| |
|
| |
|
| |
|
| 874 |
|
|
| |
| |
| |
| |
| |
| | |
| |
|
| |
|
| |
|
| |
|
| 2,004 |
|
|
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the financial statements.
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 1 GENERAL:
|
a. |
|
The
interim financial statements as of September 30, 2006 and for the nine and
three-month periods then ended (hereafter - the interim statements)
were drawn up in condensed form, in accordance with Accounting Standard No. 14
of the Israel Accounting Standards Board (hereafter - the IASB) and
in accordance with Chapter D of the Securities (Periodic and Immediate
Reports) Regulations, 1970. |
|
b. |
|
The
accounting principles applied in the preparation of the interim statements
are consistent with those applied in the preparation of the annual
financial statements, except for the change in the accounting policies
that relate to the recognition and classification of financial
instruments, to the recognition of revenue, to the recognition and
treatment of goodwill and intangible assets originating from the
acquisition of an investee company, and after taking into account, by
means of retrospective application, the change in the accounting policy
with regard to the computation of earnings per share, which result from
the initial adoption of new IASB accounting standards, as detailed in note
2. However, the interim statements do not include all the information and
explanations required for the annual financial statements. Costs incurred
unevenly during the year are brought forward or deferred, for interim
reporting purposes if, and only if, such costs may be brought forward or
deferred in the annual reporting. |
|
Taxes
on income for the interim periods are included based on the best estimate of the
anticipated average annual tax expense for the entire year; changes in said estimate, as
well as changes in the amount of the tax saving to be utilized in the following years,
are included as an expense for the current quarter. |
|
c. |
|
On
March 7, 2006, an associated company (T.M.M. Integrated Recycling
Industries Ltd. hereafter T.M.M.) announced that the
Securities Authority was conducting an investigation whose subject matter
was not given to T.M.M., which therefore has no knowledge of the details
relating to said investigation. The Companys management is unable to
assess the effect of the aforesaid, if any, on the Company and its
financial statements. |
|
d. |
|
The
Company draws up and presents its financial statements in Israeli currency
(hereafter NIS) in accordance with the provisions of Accounting
Standard No. 12 -Discontinuance of Adjusting Financial Statements
for Inflation of the IASB, which set transitional provisions
for financial reporting on a nominal basis, commencing January 1, 2004.
Accordingly, the amounts of non-monetary assets, mainly fixed assets and
other assets (including depreciation and amortization in respect of those
assets), and the shareholders equity components included in the
financial statements, originating from the period that preceded the
transition date, are based on their adjusted to December 2003 shekel
amount. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 1 GENERAL
(continued):
|
e. |
|
Following
are the changes in the exchange rate of the U.S. dollar (hereafter the
dollar) and in the consumer price index during the reported period: |
|
|
|
|
Exchange rate of one dollar |
Consumer price index |
|
|
|
|
% |
% |
9 months ended September 30: |
2006 |
(6.6) |
0.8 |
2005 |
6.7 |
1.9 |
3 months ended September 30: |
2006 |
(3.1) |
(0.8) |
2005 |
0.5 |
1.4 |
Year ended December 31, 2005 |
6.8 |
2.4 |
|
The
exchange rate of the dollar as of September 30, 2006 is: $ 1= NIS 4.302. |
NOTE 2 ACCOUNTING
CHANGES:
|
a. |
|
Adoption
of new accounting standards that became effective on January 1, 2006: |
|
Commencing
with the financial statements for the 3-month period ended March 31, 2006, the Company
applies the following new accounting standards: |
|
|
1) |
|
Accounting
Standard No. 22 Financial Instruments: Disclosure and Presentation |
|
This
standard, which is based on International Accounting Standard No. 32, prescribes the rules
for the presentation of financial instruments and the proper disclosure required therefor,
and on becoming effective revoked Opinion 48 Accounting
Treatment of Option Warrants, and Opinion 53 Accounting Treatment of
Convertible Liabilities of the Institute of Certified Public Accountants in Israel
(hereafter the Israeli Institute). |
|
The
standard is to be applied prospectively and, accordingly, does not change the
classification and presentation of financial instruments included in the comparative
figures. In accordance with the transitional provisions of the standard, effective from
January 1, 2006, the following changes have been included in the Companys financial
statements: |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
The
balance of deferred issuance costs, which at December 31, 2005 amounted to
NIS 946,000 has been reclassified and presented as a deduction from the amount of the
liability to which such expenses relate. Commencing January 1, 2006, these expenses are
amortized according to the interest method. Through December 31, 2005, deferred issuance
costs were presented among other assets and were amortized according to the
straight-line method. The change in the method of amortization, as referred to above, does
not have a material effect on the operating results of the reporting period. |
|
|
2) |
|
Accounting
Standard No. 24 Share-based Payment |
|
This
standard prescribes the recognition and measurement principles, as well as the disclosure
requirements, relating to share-based payment transactions. The new standard is applicable
to transactions where under the Company acquires goods or receives services in
consideration for equity instruments of the Company (hereafter - equity grant), or
cash (or other assets) consideration, where the amount of the consideration is based on
the price or value of equity instruments of the Company (hereafter - liability
grant). The standard requires the recognition of such transactions at fair value. |
|
Prior
to the issuance of said standard, no mandatory directives were in place in Israel for the
measurement and recognition of share-based payment transactions, with the exception of
certain disclosure requirements. Accordingly, in the past, equity instrument grants to
Company employees did not have recognition or measurement implications on the
Companys financial statements. |
|
The
standard is applicable to share-based payment transactions with employees and
non-employees. With respect to equity grants to employees, the standard stipulates that
the value of the labor services received from them in return is measured on the day of the
grant, based on the fair value of the equity instruments that were granted to the
employees. The value of the transactions, measured in the above manner, is expensed over
the period that the employees right to exercise or receive the underlying equity
instruments vests; commensurate with the recognition of the expense, a corresponding
increase is recorded as a capital surplus under the Companys shareholders
equity. |
|
According
to the provisions of the standard, the initial measurement of the fair value of liability
grants is made on the date of the grant and recognized as a liability in the
Companys balance sheet; thereafter, the liability is remeasured at each balance
sheet date until said liability is settled. The changes in the amount of the liability are
carried to the income statement on a current basis. The standard also sets out guidelines
for the allocation of income taxes in respect of share-based payments. |
|
The
standard includes transitional provisions with regard to its application to grants made
prior to January 1, 2006. Pursuant to these provisions, taking into account the fact that
the Company has not made any equity grants subsequent to March 15. 2005 and has not made
any modifications to existing grants subsequent to that date, the standards
measurement rules do not apply to the equity grants made by the Company in the past and
their implementation does have any effect on the comparative figures included in these
financial statements. The Company also has a liability relating to liability
grants, for which the retrospective application of the provisions of the standard will not
have a material effect, either with regard to individual years or cumulatively. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
|
3) |
|
Accounting
Standard No. 21 Earnings per Share |
|
This
standard, which is based on International Accounting Standard No. 33, supersedes
Opinion 55 of the Israeli Institute on this topic, and provides new rules for the
computation of earnings per share data and their presentation in the financial statements. |
|
According
to the standard, the computation of basic earnings per share is generally based on the
earnings available for distribution to holders of ordinary shares, which is divided by the
weighted average number of ordinary shares outstanding during the period. In contrast to
Opinion 55, this computation no longer takes into account the effect relating to potential
shares that may derive from the expected conversion of convertible financial instruments,
or the performance of contracts that confer rights to shares upon their holders. |
|
In
computing the diluted earnings or loss per share, the weighted average number of shares to
be issued is added to the average number of ordinary shares used in the computation of the
basic earnings per share data, assuming that all dilutive potential shares will be
converted into shares. The potential shares are taken into account, as above, only when
their effect is dilutive (reducing the earnings or increasing the loss per share from
continuing activities). |
|
The
standard also revises the treatment of the effect on the earnings resulting from the
expected conversion of potential shares, and makes certain adjustments to the
Companys share in the operating results of associated companies and consolidated
subsidiaries for the purpose of their inclusion in earnings used for the computation. |
|
The
standard also changes the manner in which the data are presented: the earnings or loss is
presented per ordinary share, instead of per NIS 1 par value of the share, as was
required previously. |
|
The
earnings per share data included in the comparative figures in these financial statements
are after the retrospective application of the computation directives of the new standard. |
|
|
4) |
|
Accounting
Standard No. 25 Revenue |
|
This
standard, which is based on International Accounting Standard No. 18, prescribes
recognition, measurement, presentation and disclosure criteria for revenues originating
from the sale of goods purchased or manufactured by the Company, the provision of
services, as well as revenues deriving from the use of the Companys assets by others
(interest income, royalties or dividends). |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
In
accordance with the standard, revenue from the sale of goods is recognized when all the
following conditions have been satisfied: (a) the significant risks and rewards of ownership
of the goods have been transferred to the buyer; (b) the Company retains neither
continuing managerial involvement to the degree usually associated with ownership nor
effective control over the goods sold; (c) the amount of revenue can be measured reliably;
(d) it is probable that the economic benefits associated with the transaction will flow to
the Company; and (e) the costs incurred or to be incurred in respect of the transaction
can be measured reliably.
As
of January 1, 2006, the associated company reduced the balance of trade receivables at the
beginning of the period by an amount of NIS 1.1 million, thereby presenting the balance of
its present value in accordance with the provisions of the standard.
The
Companys share in the effect of said adjustment is NIS 0.5 million, and was included
as loss for the three-month period that ended on March 31, 2006, under cumulative
effect at the beginning of period of an accounting change in associated company. |
|
|
5) |
|
Accounting
Standard No. 20 (Amended) The Accounting Treatment of
the Goodwill and Intangible Assets on the Acquisition of Investee
Companies |
|
This
standard, which supersedes the provisions of Israel Accounting Standard No. 20
The Amortization Period of Goodwill, prescribes for the first time criteria
for the identification and recognition of intangible assets included in business
acquisition transactions, and their separation from goodwill; the standard also prescribes
rules regarding the way in which such assets are to be amortized. Pursuant to the
standard, intangible assets that are identified as having a finite life are amortized over
their economic life, while goodwill and intangible assets that are identified as having an
infinite life are no longer amortized; instead, an annual (or more frequent) impairment
test of these assets is required to be performed in order to establish the existence of
events or circumstances indicating a possible impairment in the value of such assets. |
|
The
abovementioned provisions of the standard, other than the annual impairment test, also
apply with regard to identifying intangible assets and goodwill, and the manner of their
amortization, included in acquisition transactions of investments in associated companies,
the investment in which is accounted for according to the equity method. |
|
The
negative goodwill balance, which was included in the financial statements as of December
31, 2005, in the amount of NIS 1.1 million, and results from the associated companys
acquisition of investments in associated companies, was carried to the balance of retained
earnings on January 1, 2006. |
|
The
discontinuance of amortizing goodwill and intangible assets with an unlimited life, as
referred to above, resulted in an increase in the equity profits of the Company in the
9-month period that ended on September 30, 2006, of approximately NIS 3.0 million,
and approximately NIS 1.0 millions in the 3-month period then ended. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
b. |
|
Adaptation
of new accounting standards which were advertised recently |
|
|
1) |
|
Accounting
Standard No. 29 Adoption of International Reporting Financial
Standards (IFRS)" |
|
In
July 2006, the Israel Accounting Standards Board issued Israel Accounting Standard
No. 29 Adoption of International Reporting Financial Standards
(IFRS) (hereafter the Standard). The Standard provides that companies, which
are subject to the Securities Law, 1968 and are required to report pursuant to
regulations issued thereunder in accordance with said law, shall draw up their
financial statements under International Financial Reporting Standards (IFRS) with effect
from reporting periods commencing on January 1, 2008 (viz. effective from the first
quarter of 2008). Pursuant to the provisions of the Standard, such companies and other
companies may elect early adoption of the Standard, and prepare their financial statements
under IFRS, commencing with the financial statements that are published subsequent to July
31, 2006. |
|
The
standard prescribes that companies, which do not draw up their financial statements under
IFRS and are required or elect, as stated above, to prepare their financial statements for
the first time under IFRS, shall apply the provisions specified in International Financial
Reporting Standard No. 1 (IFRS 1)- First-Time Adoption of International
Financial Reporting Standards in making the transition. IFRS 1, which deals with the
first-time transition to reporting under IFRS, provides that, in the first annual
financial statements that are drawn up under IFRS (including the interim financial
statements for that year), all the latest IFRS standards in effect at the end of the
reporting year in which the company reports under IFRS, shall be applied retroactively
(with the exception of certain reliefs and prohibitions, as referred to below). IFRS 1
specifies two groups of exceptions to the principle of retroactive implementation:
(1) reliefs concerning mandatory retroactive implementation with regard to certain
defined topics, while providing the option that the reliefs be utilized in full or in
part, and (2) prohibitions concerning mandatory retroactive implementation with regard to
defined topics. Pursuant to the provisions of IFRS 1, the first financial statements
drawn up under IFRS shall include at least one years comparative data. Accordingly,
a company that draws up its financial statements under IFRS for the first time for periods
commencing after January 1, 2008 and that elects to present comparative data for one year
only shall be required, pursuant to IFRS 1, to prepare an opening balance sheet as of
January 1, 2007, which shall be drawn up under IFRS. In preparing this opening balance
sheet, all the latest IFRS standards, as referred to above, with regard to the
recognition, non-recognition, classification and measurement of all its revenues,
liabilities and shareholders equity items, shall be applied by the aforesaid
company. IFRS 1 also establishes certain disclosure requirements that apply to the
financial statements that are drawn up for the first time under IFRS. Pursuant to these
disclosure requirements, companies applying IFRS for the first time are required to
explain what effect the transition from the previously generally accepted accounting
principles (GAAP) to IFRS has had on their reported financial position,
operating results and cash flows. In addition, such companies are required to include
notes providing reconciliations of the data reported under
the previous GAAP, to the data reported under IFRS, in respect of their shareholders
equity and income statements as of certain dates and for certain periods. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
In
addition, Israel Accounting Standard No. 29 requires companies, which draw up their
financial statements under IFRS for the first time, for periods commencing after January
1, 2008, to disclose, in a note in their financial statements for 2007, balance sheet data
as of December 31, 2007 and income statement data for the year ended December 31, 2007, as
they would appear after applying IFRS recognition, measurement and presentation rules.
IFRS
differ from Israeli GAAP and, accordingly, financial statements drawn up under IFRS might
reflect a financial position, operating results and cash flows that are significantly
different from those presented in these financial statements. The implementation of IFRS
requires the company to make suitable preparations, including the taking of certain
decisions relating to the manner of determining assets and liabilities at the transition
date and with regard to setting the accounting policy on various topics. The company is
currently assessing the implications of the transition to reporting under IFRS, including
the date for the first-time adoption of IFRS by the company. At this stage, the company is
unable to estimate what effect the adoption of IFRS will have on its financial statements. |
|
|
2) |
|
Accounting
Standard No. 26 Inventory |
|
This
standard, which is based on International Accounting Standard No. 2 that deals with the
same issue, prescribes the accounting treatment of inventory and provides guidelines for
determining the cost of inventory and its subsequent recognition as an expense, including
the recognition and treatment of any write-down to net realization value. |
|
The
standard specifies the costs that are to be taken into account in determining the cost of
inventory and the costs that may not be included in the cost of inventory, and requires
that fixed production overheads be allocated based on the normal capacity of the
production facilities. |
|
In
determining the cost of inventory, the standard provides for the specific identification
of the cost of certain items that are not ordinarily interchangeable and of goods and
services that have been produced and segregated for specific projects. In other instances,
the standard prescribes the exclusive use of the first-in, first-out (FIFO)
method or the weighted average method. |
|
The
standard also stipulates that the financing element in purchases of inventory that have
deferred settlement terms must be accounted for separately, whenever the actual
arrangement includes a financing element. For instance, the difference between the
purchase price for normal credit terms and the actual amount paid is to be recognized as
interest expenses over the period of the financing. |
|
The
standard, which was issued in August 2006, shall be applicable to financial statements for
periods commencing on or after January 1, 2007. The standard is to be applied
retroactively, unless it is impracticable to determine the specific effects in a given
period. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
At
this stage, the Company is examining the implications of the required change and its
potential effect on the financial position and operating results of the Company. |
|
|
3) |
|
Accounting
Standard No. 27 Property, Plant and Equipment |
|
This
standard, which is based on International Accounting Standard No. 16 that deals with
the same subject, prescribes the accounting treatment for property, plant and equipment.
The standard stipulates provisions for the recognition of an item of property, plant and
equipment as an asset, the initial measurement of its cost, the measurement subsequent to
initial recognition, as well as provisions for the depreciation and retirement of an item
of property, plant and equipment. |
|
According
to the standard, an item of property, plant and equipment that qualifies for recognition
as an asset is to be measured at cost upon its initial recognition. The standard
determines that the cost of an item of property, plant and equipment includes the price of
its acquisition (including import duties and non-refundable purchase taxes, after
deducting trade discounts and rebates), costs directly attributable to bringing the asset
to the location and condition necessary for it to be capable of operating in the manner
intended by management, as well as the initial estimate of the costs of dismantling and
removing the item and restoring the site on which it is located (if the entity is
obligated to do so). Subsequent to the date of the initial recognition, the standard
allows a choice between the cost method and the revaluation method as the accounting
policy, which must be applied to an entire class of property, plant and equipment. Under
the cost method, an item of property, plant and equipment shall be carried at its cost,
less any accumulated depreciation and any accumulated impairment losses. Under the
revaluation method, an item of property, plant and equipment whose fair value can be
measured reliably shall be carried at a revalued amount, being its fair value at the date
of the revaluation less any subsequent accumulated depreciation and subsequent accumulated
impairment losses. |
|
The
standard discusses the definition of the depreciable amount of an item of property, plant
and equipment, its residual value and the period and method of depreciation. The standard
stipulates that, for the purpose of depreciation of the property, plant and equipment, the
amount of the initial recognition should be allocated, to each part of an item of
property, plant and equipment with a cost that is significant in relation to the total
cost of the item, with each such significant part being depreciated separately, although
it is possible to group different parts of an item of property, plant and equipment with
the same useful life and depreciation method. According to the provisions of the standard,
the depreciation method should be reviewed at least once every fiscal year;
if there has been a significant change in the expected pattern of
consumption of the future economic benefits embodied in the asset, the method shall be
changed to reflect the changed pattern. Such a change shall be accounted for as a change
in an accounting estimate. |
|
The
standard, which was issued in September 2006, is to be applied to financial statements for
periods commencing on or after January 1, 2007, and is to be applied prospectively, with
two exceptions. First, for a company that, upon the adoption of the standard, chooses the
revaluation method as its accounting policy, the difference between the revalued value of
the asset as of January 1, 2007 and its carrying value shall represent the
revaluation reserve as of said date. Second, if the initial cost of the asset
does not include any removal and disposal costs, the specific transitional provisions
stipulated in the standard should be applied. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 2 ACCOUNTING CHANGES
(continued):
|
The
company is examining the effect of the adoption of the standard on the financial
statements. At this stage, the company is unable to estimate the effect of the adoption
of the standard on the financial statements. |
NOTE 3 COMPANY'S SHARE IN
CAPITAL SURPLUS FROM TRANSLATION OF FINANCIAL STATEMENTS AND IN LOSSES OF A SUBSIDIARY IN
TURKEY OF AN
ASSOCIATED COMPANY
|
The
companys share in the losses of associated companies (net) for the nine-month period
ended September 30, 2006 includes NIS 2.6 million in respect of financial
expenses of a subsidiary in Turkey of an associated company at the second quarter. The
financial expenses are the result of a sharp devaluation in the Turkish Lira in relation
to Israeli currency and the US dollar. |
|
In
addition, the losses of associated companies (net) include NIS 5.3 million resulting from
decrease in differed taxes in the aforementioned Turkish company at the second quarter,
due to the reduction of the corporate tax rate in Turkey from 30% to 20% and the
cancellation of the withholding tax on dividends paid to foreign investors. |
|
In
addition, the associated company recorded a capital surplus from the translation of
financial statements of the aforementioned Turkish company. The companys share in
the capital surplus amounted to NIS 9.9 million. |
NOTE 4
SUPPLEMENTAL DATA:
|
a. |
|
A
petition for the approval of a class action has been filed against an
associated company, claiming that the associated company has allegedly
reduced the number diapers in the Titulim Packages, and that
this constitutes misrepresentation under the Protection of Consumers Law.
The plaintiff estimates the class action at NIS 47 million. |
|
The
associated company rejects the claims brought against it in the statement of claim and
will act for its dismissal. At this preliminary stage, the associated company is unable to
estimate the chances and effects of the claim. |
|
b. |
|
The
company has received a notification from the Head of the Haifa District in
the Ministry of the Environment, stating that the ministry is of the
opinion that there are excess emissions in some of the air emission
facilities of the plant in Hadera and that there are grounds for
initiating an inquiry in the matter. Nevertheless, the Head of District
notes that the plant has invested substantially in waste management and
environmental issues. |
|
In
response, the company has announced that it is investing tens of millions of NIS in
advancing the transition from fuel oil to clean natural gas, as customary in the Western
World, but due to delays that are out of its hands the completion of the transition has
been held back. |
|
At
this preliminary stage, the company is unable to estimate the implications of the Ministry
of the Environments notification. |
AMERICAN ISRAELI PAPER
MILLS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
AT September 30 , 2006
NOTE 4 SUPPLEMENTAL
DATA (continued):
|
c. |
|
Due
to implementation of Accounting Standard No. 15, based on a valuation
by an independent valuator, in the third quarter of 2006 T.M.M. has
recorded a loss of approximately NIS 12.5 million. The companys
share in this loss (43.05%) is approximately NIS 5.4 million. This
amount has been included in the companys share in the profits
(losses) of associated companies in the third quarter of the year. |
NOTE 5 SUBSEQUENT
EVENTS
|
On
November 2, 2006 an affiliated company declared the distribution of dividend. The companys
share in this dividend amounts to NIS 17,000 thousands. |
NOTE 6 BUSINESS
SEGMENTS:
|
Data
(in thousands of NIS) according to business segments are as follows: |
|
Paper and recycling
|
|
Office supplies marketing
|
|
Total
|
|
|
January-September
|
|
January-September
|
|
January-September
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
Sales - Net (1) |
|
|
|
305,234 |
|
|
280,146 |
|
|
90,457 |
|
|
84,794 |
|
|
395,691 |
|
|
364,940 |
|
Operating profit (loss) | | |
| 46,626 |
|
| 37,297 |
|
| (719 |
) |
| (785 |
) |
| 41,907 |
|
| 36,512 |
|
|
Paper and recycling
|
|
Office supplies marketing
|
|
Total
|
|
|
January-September
|
|
January-September
|
|
January-September
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
Sales - Net (1) |
|
|
|
105,434 |
|
|
91,502 |
|
|
31,093 |
|
|
33,397 |
|
|
136,527 |
|
|
124,899 |
|
Operating profit (loss) | | |
| 16,587 |
|
| 10,292 |
|
| 174 |
|
| 448 |
|
| 16,761 |
|
| 10,740 |
|
|
Paper and recycling
|
Office supplies marketing
|
Total
|
|
2005
|
2005
|
2005
|
|
|
|
|
Sales - Net (1) |
|
|
|
368,884 |
|
|
113,577 |
|
|
482,461 |
|
Operating profit (loss) | | |
| 48,662 |
|
| (880 |
) |
| 47,782 |
|
|
(1) Represents
sales to external customers. |
The accompanying notes are an
integral part of the financial statements.
Enclosed please find the financial
reports of the following associated companies:
|
- |
|
Mondi
Business Paper Hadera Ltd. |
The financial report of the following
associated companies are not included:
|
- |
|
Carmel
Containers Systems Ltd., according to section 44(c) of the Securities (Periodic and
Immediate Reports) Regulations. |
|
- |
|
TMM
Integrated Recycling Industries Ltd., a reporting corporation. |
Exhibit 4
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2006
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2006
TABLE OF CONTENTS
|
Page |
|
Accountants' Review Report |
1 |
|
Condensed Financial Statements: |
|
Balance Sheets |
2 |
|
Statements of Operations |
3 |
|
Statements of Changes in Shareholders' Equity |
4 |
|
Statements of Cash Flows |
5 |
|
Notes to the Financial Statements |
6-11 |
The
Board of Directors of
Mondi
Business Paper Hadera Ltd.
Re: |
Review of Unaudited Condensed Interim Consolidated Financial
Statements for the Nine Months and Three Months Ended
September 30, 2006 |
Gentlemen:
At your request, we have reviewed the
condensed interim consolidated financial statements (interim financial
statements) of Mondi Business Paper Hadera Ltd. (the Company) and its
subsidiaries, as follows:
|
Balance
sheet as of September 30, 2006. |
|
Statements
of operations for the nine months and three months ended September 30, 2006. |
|
Statements
of changes in shareholders equity for the nine months and three months ended
September 30, 2006. |
|
Statements
of cash flows for the nine months and three months ended September 30, 2006. |
Our review was conducted in
accordance with procedures prescribed by the Institute of Certified Public Accountants in
Israel. The procedures included, inter alia, reading the aforementioned interim financial
statements, reading the minutes of the shareholders meetings and meetings of the
board of directors and its committees, and making inquiries with the persons responsible
for financial and accounting affairs.
Since the review that was performed
is limited in scope and does not constitute an audit in accordance with generally accepted
auditing standards, we do not express an opinion on the aforementioned interim financial
statements.
In performing our review, nothing
came to our attention, which indicates that material adjustments are required to the
aforementioned interim financial statements for them to be deemed financial statements
prepared in conformity with generally accepted accounting principles in Israel and in
accordance with the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
Brightman Almagor &
Co.
Certified Public
Accountants
A Member Firm of Deloitte Touche Tohmatsu
Tel Aviv, November 7, 2006
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(NIS in
thousands; Reported Amounts)
|
September 30,
|
|
December 31,
|
|
|
2006
|
|
2005
|
|
2005
|
|
|
(Unaudited)
|
|
|
A S S E T S |
|
|
| |
|
| |
|
| |
|
Current Assets | | |
Cash and cash equivalents | | |
| 302 |
|
| 7,433 |
|
| -- |
|
Trade receivables | | |
| 189,245 |
|
| 174,772 |
|
| 160,875 |
|
Other receivables | | |
| 9,739 |
|
| 10,728 |
|
| 10,872 |
|
Inventories | | |
| 113,910 |
|
| 111,922 |
|
| 116,859 |
|
|
| |
| |
| |
Total current assets | | |
| 313,196 |
|
| 304,855 |
|
| 288,606 |
|
|
| |
| |
| |
Fixed Assets | | |
Cost | | |
| 209,135 |
|
| 196,999 |
|
| 202,469 |
|
Less - accumulated depreciation | | |
| 51,149 |
|
| 40,432 |
|
| 43,132 |
|
|
| |
| |
| |
| | |
| 157,986 |
|
| 156,567 |
|
| 159,337 |
|
|
| |
| |
| |
Other Assets - Goodwill | | |
| 3,177 |
|
| 3,331 |
|
| 3,177 |
|
|
| |
| |
| |
Total assets | | |
| 474,359 |
|
| 464,753 |
|
| 451,120 |
|
|
| |
| |
| |
LIABILITIES AND SHAREHOLDERS' EQUITY | | |
Current Liabilities | | |
Short-term bank credit | | |
| 102,540 |
|
| 80,843 |
|
| 85,887 |
|
Current maturities of long-term bank loans | | |
| 14,332 |
|
| 16,091 |
|
| 16,242 |
|
Capital notes to shareholders | | |
| 4,302 |
|
| -- |
|
| 18,412 |
|
Trade payables | | |
| 97,228 |
|
| 113,550 |
|
| 102,984 |
|
American Israeli Paper Mills Group, net | | |
| 74,297 |
|
| 66,800 |
|
| 69,854 |
|
Other payables and accrued expenses | | |
| 19,652 |
|
| 23,245 |
|
| 20,176 |
|
|
| |
| |
| |
Total current liabilities | | |
| 312,351 |
|
| 300,529 |
|
| 313,555 |
|
|
| |
| |
| |
Long-Term Liabilities | | |
Long-term bank loans | | |
| 37,088 |
|
| 23,378 |
|
| 21,807 |
|
Capital notes to shareholders | | |
| 12,906 |
|
| 18,392 |
|
| -- |
|
Deferred taxes | | |
| 18,679 |
|
| 22,748 |
|
| 19,900 |
|
Accrued severance pay, net | | |
| 46 |
|
| 87 |
|
| 51 |
|
|
| |
| |
| |
Total long-term liabilities | | |
| 68,719 |
|
| 64,605 |
|
| 41,758 |
|
|
| |
| |
| |
Shareholders' Equtiy | | |
Share capital | | |
| 1 |
|
| 1 |
|
| 1 |
|
Premium | | |
| 43,352 |
|
| 43,352 |
|
| 43,352 |
|
Capital reserve | | |
| 86 |
|
|
-- |
|
|
26 |
(*) |
Retained earnings | | |
| 49,850 |
|
|
56,266 |
|
|
52,428 |
(*) |
|
| |
| |
| |
| | |
| 93,289 |
|
| 99,619 |
|
| 95,807 |
|
|
| |
| |
| |
Total liabilities and shareholders' equity | | |
| 474,359 |
|
| 464,753 |
|
| 451,120 |
|
|
| |
| |
| |
|
|
|
|
|
|
D. Muhlgay |
A. Solel |
A. Brener |
Financial Direct |
General Manager |
Director |
(*) Reclassified. |
Approval date of the interim
financial statements: November 7, 2006. |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements. |
-2-
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(NIS
in thousands; Reported Amounts)
|
Nine months ended
September 30,
|
|
Three months ended
September 30,
|
|
Year ended
December 31,
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2005
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
NET SALES |
|
|
| 538,344 |
|
| 504,635 |
|
| 177,081 |
|
| 174,936 |
|
|
663,338 |
|
| | |
COST OF SALES | | |
| 497,942 |
|
| 460,011 |
|
| 162,527 |
|
| 160,054 |
|
| 609,752 |
|
|
| |
| |
| |
| |
| |
GROSS PROFIT | | |
| 40,402 |
|
| 44,624 |
|
| 14,554 |
|
| 14,882 |
|
| 53,586 |
|
|
| |
| |
| |
| |
| |
OPERATING COSTS AND EXPENSES | | |
Selling expenses | | |
| 32,539 |
|
| 32,835 |
|
| 9,993 |
|
| 11,906 |
|
| 45,268 |
|
General and administative expenses | | |
| 6,783 |
|
| 6,786 |
|
| 2,878 |
|
| 2,445 |
|
| 7,301 |
|
|
| |
| |
| |
| |
| |
| | |
| 39,322 |
|
| 39,621 |
|
| 12,871 |
|
| 14,351 |
|
| 52,569 |
|
|
| |
| |
| |
| |
| |
OPERATING PROFIT | | |
| 1,080 |
|
| 5,003 |
|
| 1,683 |
|
| 531 |
|
| 1,017 |
|
| | |
FINANCING INCOME (EXPENSES), NET | | |
| (4,757 |
) |
| (10,690 |
) |
| (1,167 |
) |
| (2,192 |
) |
| (12,868 |
) |
| | |
OTHER INCOME (EXPENSE), NET | | |
| 37 |
|
| 73 |
|
| 37 |
|
| (3 |
) |
| 65 |
|
|
| |
| |
| |
| |
| |
| | |
INCOME (LOSS) BEFORE INCOME TAX | | |
BENEFITS (INCOME TAX EXPENSES) | | |
| (3,640 |
) |
| (5,614 |
) |
| 553 |
|
| (1,664 |
) |
| (11,786 |
) |
| | |
INCOME TAX BENEFITS (INCOME TAX EXPENSES) | | |
| 1,062 |
|
| (6,046 |
) |
| 381 |
|
| (5,025 |
) |
| 8,380 |
|
|
| |
| |
| |
| |
| |
NET INCOME (LOSS) FOR THE PERIOD | | |
| (2,578 |
) |
| 432 |
|
| 934 |
|
| 3,361 |
|
| (3,406 |
) |
|
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements. |
-3-
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
CONDENSED INTERIM
STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
(NIS in thousands;
Reported Amounts)
|
Share
capital
|
|
Premium
|
|
Capital
reserve
|
|
Retained
earnings
|
|
Total
|
|
Nine months ended September 30, 2006 |
|
|
|
|
|
|
|
|
| |
|
| |
|
| |
|
(Unaudited) | | |
Balance - January 1, 2006 | | |
|
1 |
|
|
43,352 |
|
|
26 |
(*) |
|
52,428 |
|
|
95,807 |
|
Share based payment | | |
|
|
|
|
|
|
|
60 |
|
|
|
|
|
60 |
|
Loss for the period | | |
|
|
|
|
|
|
|
|
|
| (2,578 |
) |
| (2,578 |
) |
|
| |
| |
| |
| |
| |
Balance - September 30, 2006 | | |
| 1 |
|
|
43,352 |
|
| 86 |
|
| 49,850 |
|
| 93,289 |
|
|
| |
| |
| |
| |
| |
Nine months ended September 30, 2005 | | |
(Unaudited) | | |
Balance - January 1, 2005 | | |
| 1 |
|
|
43,352 |
|
| -- |
|
| 55,834 |
|
| 99,187 |
|
Net income for the period | | |
|
|
|
|
|
|
|
|
|
| 432 |
|
| 432 |
|
|
| |
| |
| |
| |
| |
Balance - September 30, 2005 | | |
| 1 |
|
| 43,352 |
|
| -- |
|
| 56,266 |
|
| 99,619 |
|
|
| |
| |
| |
| |
| |
Three months ended September 30, 2006 | | |
(Unaudited) | | |
Balance - July 1, 2006 | | |
| 1 |
|
| 43,352 |
|
| 86 |
|
| 48,916 |
|
| 92,355 |
|
Net income for the period | | |
|
|
|
|
|
|
|
|
|
| 934 |
|
| 934 |
|
|
| |
| |
| |
| |
| |
Balance - September 30, 2006 | | |
| 1 |
|
| 43,352 |
|
| 86 |
|
| 49,850 |
|
| 93,289 |
|
|
| |
| |
| |
| |
| |
Three months ended September 30, 2005 | | |
(Unaudited) | | |
Balance - July 1, 2005 | | |
| 1 |
|
| 43,352 |
|
| -- |
|
| 52,905 |
|
| 96,258 |
|
Net income for the period | | |
|
|
|
|
|
|
|
|
|
| 3,361 |
|
| 3,361 |
|
|
| |
| |
| |
| |
| |
Balance - September 30, 2005 | | |
| 1 |
|
| 43,352 |
|
| -- |
|
| 56,266 |
|
| 99,619 |
|
|
| |
| |
| |
| |
| |
Year ended December 31, 2005 | | |
Balance - January 1, 2005 | | |
| 1 |
|
| 43,352 |
|
| -- |
|
| 55,834 |
|
| 99,187 |
|
Share based payment | | |
|
|
|
|
|
|
|
26 |
(*) |
|
|
|
| 26 |
|
Loss for the year | | |
|
|
|
|
|
|
|
|
|
|
(3,406 |
) |
|
(3,406 |
) |
|
| |
| |
| |
| |
| |
Balance - December 31, 2005 | | |
| 1 |
|
| 43,352 |
|
| 26 |
|
| 52,428 |
|
| 95,807 |
|
|
| |
| |
| |
| |
| |
(*) Reclassified. |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements. |
-4-
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
CONDENSED INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS
(NIS in thousands;
Reported Amounts)
|
Nine months ended
September 30,
|
|
Three months ended
September 30,
|
|
Year ended
December 31,
|
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2005
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
CASH FLOWS - OPERATING ACTIVITIES |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
Net income (loss) for the period | | |
| (2,578 |
) |
| 432 |
|
| 934 |
|
| 3,361 |
|
| (3,406 |
) |
Adjustments to reconcile net income (loss) to | | |
net cash provided by (used in) operating activities | | |
| | |
Income and expenses | | |
not involving cash flows: | | |
| | |
Depreciation and amortization | | |
| 8,180 |
|
| 7,841 |
|
| 2,748 |
|
| 2,824 |
|
| 10,722 |
|
Deferred taxes, net | | |
| (1,165 |
) |
| (6,081 |
) |
| (309 |
) |
| (5,032 |
) |
| (8,470 |
) |
Decrease in liability for | | |
severance pay, net | | |
| (5 |
) |
| -- |
|
| -- |
|
| -- |
|
| (36 |
) |
Share based payment | | |
| 60 |
|
| -- |
|
| -- |
|
| -- |
|
|
26 |
(*) |
Capital loss( gain)from sale of fixed assets | | |
| (37 |
) |
| (73 |
) |
| (37 |
) |
| 3 |
|
| (65 |
) |
Effect of exchange rate and linkage differences | | |
of long-term bank loans | | |
| (314 |
) |
| 2,057 |
|
| (923 |
) |
| 280 |
|
| (738 |
) |
Effect of exchange rate differences | | |
of long-term capital notes to shareholders | | |
| (1,204 |
) |
| 1,159 |
|
| (552 |
) |
| 96 |
|
| 1,179 |
|
| | |
Changes in assets and liabilities: | | |
| | |
Increase in trade receivables | | |
| (28,370 |
) |
| (16,957 |
) |
| (15,083 |
) |
| (7,222 |
) |
| (3,060 |
) |
Decrease (increase) in other receivables | | |
| 1,077 |
|
| 259 |
|
| (783 |
) |
| 2,050 |
|
| (345 |
) |
Decrease (increase) in inventories | | |
| 2,949 |
|
| (21,531 |
) |
| 6,112 |
|
| (2,786 |
) |
| (26,468 |
) |
Increase (decrease) in trade payables | | |
| (4,206 |
) |
| 9,051 |
|
| 2,108 |
|
| (20,799 |
) |
| (4,235 |
) |
Increase in American | | |
Israeli Paper Mills Group, net | | |
| 4,443 |
|
| 1,767 |
|
| 9,716 |
|
| 905 |
|
| 4,821 |
|
Increase (decrease) in other payables | | |
and accrued expenses | | |
| (524 |
) |
| 113 |
|
| (4,147 |
) |
| (1,763 |
) |
| (2,956 |
)(*) |
|
| |
| |
| |
| |
| |
| | |
Net cash provided by (used in) | | |
operating activities | | |
| (21,694 |
) |
| (21,963 |
) |
| (216 |
) |
| (28,083 |
) |
| (33,031 |
) |
|
| |
| |
| |
| |
| |
CASH FLOWS - INVESTING ACTIVITIES | | |
| | |
Acquisition of fixed assets | | |
| (8,379 |
) |
| (48,535 |
) |
| 331 |
|
| (13,313 |
) |
| (51,323 |
) |
Proceeds from sale of fixed assets | | |
| 37 |
|
| 245 |
|
| 37 |
|
| 169 |
|
| 248 |
|
|
| |
| |
| |
| |
| |
Net cash used in investing activities | | |
| (8,342 |
) |
| (48,290 |
) |
| 368 |
|
| (13,144 |
) |
| (51,075 |
) |
|
| |
| |
| |
| |
| |
CASH FLOWS - FINANCING ACTIVITIES | | |
| | |
Short-term bank loans, net | | |
| 16,653 |
|
| 80,843 |
|
| 5,675 |
|
| 50,242 |
|
| 87,004 |
|
Repayment of long-term loans | | |
| (14,315 |
) |
| (13,961 |
) |
| (5,525 |
) |
| (6,333 |
) |
| (13,702 |
) |
Proceeds of long-term bank loans | | |
| 28,000 |
|
| -- |
|
| -- |
|
| -- |
|
| -- |
|
|
| |
| |
| |
| |
| |
Net cash provided by (used in) financing | | |
activities | | |
| 30,338 |
|
| 66,882 |
|
| 150 |
|
| 43,909 |
|
| 73,302 |
|
|
| |
| |
| |
| |
| |
Increase (decrease) in cash and cash equivalents | | |
| 302 |
|
| (3,371 |
) |
| 302 |
|
| 2,682 |
|
| (10,804 |
) |
Cash and cash equivalents - beginning of period | | |
| -- |
|
| 10,804 |
|
| -- |
|
| 4,751 |
|
| 10,804 |
|
|
| |
| |
| |
| |
| |
Cash and cash equivalents - end of period | | |
| 302 |
|
| 7,433 |
|
| 302 |
|
| 7,433 |
|
| -- |
|
|
| |
| |
| |
| |
| |
Non-cash activities | | |
Acquisition of fixed assets on credit | | |
| 1,792 |
|
| 622 |
|
| 917 |
|
| 622 |
|
| 3,342 |
|
|
| |
| |
| |
| |
| |
| | |
(*) Reclassified. |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements. |
-5-
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE
1 |
BASIS OF PRESENTATION
|
|
The
unaudited condensed interim consolidated financial statements as of September 30, 2006 and
for the nine months and three months then ended (interim financial statements)
of Mondi Business Paper Hadera Ltd. (the Company) and subsidiaries should be
read in conjunction with the audited consolidated financial statements of the Company and
subsidiaries as of December 31, 2005 and for the year then ended, including the notes
thereto. |
|
In
the opinion of management, the interim financial statements include all adjustments
necessary for a fair presentation of the financial position and results of operations as
of the dates and for the interim periods presented. The results of operations for the
interim periods are not necessarily indicative of the results to be expected on a
full-year basis. |
NOTE
2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
(1) |
|
The
significant accounting policies applied in the interim consolidated financial
statements are consistent with those applied in the audited consolidated
financial statements as of December 31, 2005 and for the year then ended,
except for the initial application of Accounting Standard No. 22, Financial
Instruments: Disclosure and Presentation, Accounting Standard
No. 24, Share-Based Payments and Accounting Standard
No. 25, Revenues. The effect of initially applying these
standards on the Companys financial position and results of operations is
not material |
|
|
|
(2) |
|
For
the effect of initial application of Accounting Standard No. 20 (Revised) Accounting
Treatment for Goodwill and Other Intangibles upon the Acquisition of an
Investee , see B below. |
|
|
|
(3) |
|
The
interim financial statements have been prepared in conformity with generally
accepted accounting principles (GAAP) in Israel, in a condensed
format in accordance with GAAP applicable to the preparation of interim period
financial statements, including those under Standard No. 14, Interim
Financial Reporting and in accordance with Section D of the Israeli
Securities Regulations (Periodic and Immediate Reports), 1970. |
|
|
B. |
|
Application
of Standard No. 20 (Revised)
Accounting Treatment for Goodwill and Other
Intangibles upon the Acquisition of an Investee |
|
In
March 2006, the Israeli Accounting Standards Board (the Board) published
Standard No. 20 (Revised) Accounting Treatment for Goodwill and Other
Intangibles upon the Acquisition of an Investee, which applies to
financial statements for periods commencing January 1, 2006 (the Effective Date)
or thereafter. |
|
According
to the Standard, the excess of acquisition cost of an investment in an investee over the
holding companys share in the fair value of the investees identifiable
assets, including intangibles, net of the fair value of identifiable liabilities (after
tax allocation) at acquisition date, constitutes goodwill. An intangible asset will be
recognized only if it satisfies the criteria established in this Standard. |
6
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
B. |
|
Application
of Standard No. 20 (Revised) Accounting Treatment of Goodwill and
Other Intangibles upon the Acquisition of an Investee
(cont.) |
|
Goodwill
acquired in a business combination shall not be amortized but rather will be examined for
impairment annually or more frequently if events or changes in circumstances indicate
that it might be impaired. |
|
The
Standard distinguishes between intangible assets with finite useful lives and intangible
assets with indefinite useful lives, stating that the former should be amortized while
the latter should not, but rather be examined for impairment annually, or more frequently
if events or changes in circumstances indicate that it might be impaired. |
|
Comparative
figures for periods ended prior to the Effective Date should not be restated and goodwill
presented in the balance sheet as of December 31, 2005 will no longer be amortized,
including goodwill presented in the investment account of an affiliate. |
|
As
a result of the application of the Standard, the Company ceased amortizing the goodwill,
whose balance as of January 1, 2006 is NIS 3,177 thousands. The amortization of goodwill
recorded in the year ended December 31, 2005 and in the nine and three months ended
September 30, 2005 is NIS 623 thousands, NIS 467 thousands and NIS 156 thousands,
respectively. |
|
|
C. |
|
Following
are the changes in the representative
exchange rates of the Euro and the U.S. dollar vis-a-vis the NIS and in the Israeli
Consumer Price Index (CPI): |
As of: |
Representative
exchange rate of
the Euro (NIS
per 1)
|
Representative
exchange rate of
the dollar
(NIS per $1)
|
CPI
"in respect of"
(in points)
|
September 30, 2006 |
5.455 |
4.302 |
186.48 |
September 30, 2005 |
5.527 |
4.598 |
184.15 |
December 31, 2005 |
5.446 |
4.603 |
185.05 |
|
|
|
|
Increase (decrease) during the: |
% |
% |
% |
|
|
|
|
Nine months ended September 30, 2006 |
1.6 |
(6.5) |
0.1 |
Nine months ended September 30, 2005 |
(5.9) |
6.7 |
1.8 |
Three months ended September 30, 2006 |
(3.3) |
(3.1) |
(0.1) |
Three months ended September 30, 2005 |
- |
0.5 |
1.4 |
Year ended December 31, 2005 |
(7.3) |
6.8 |
2.4 |
7
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE
3 |
RECENT ACCOUNTING STANDARDS |
|
|
A. |
|
Accounting
Standard No. 29 Adoption of International
Financial Reporting Standards |
|
In
July 2006, the Israeli Accounting Standards Board published Accounting Standard No.
29 -Adoption of International Financial Reporting Standards IFRS(the
Standard). According to this Standard, the financial statements of an entity
subject to the Israeli Securities Law and authoritative Regulations thereunder, other
than foreign corporations as defined by this Law, will be prepared for the reporting
periods commencing January 1, 2008, including interim periods, in accordance with the
IFRS and related interpretations published by the International Accounting Standards
Board. |
|
An
entity adopting IFRS as of January 1, 2008 and electing to report comparative figures in
accordance with the IFRS for only 2007, will be required to report opening balancesheet
amounts as of January 1, 2007 based on the IFRS. |
|
Reporting
in accordance with the IFRS will be carried out based on the provisions of IFRS No. 1, First-Time
Adoption of IFRS Standards, which establishes guidance on implementing the
transition from financial reporting based on domestic national accounting standards to
reporting in accordance with the IFRS. |
|
IFRS
No. 1 supersedes the transitional provisions established in other IFRS (including those
established in former domestic national accounting standards), stating that all IFRS
should be adopted retrospectively for the opening balance-sheet amounts. Nevertheless,
IFRS No. 1 grants allowances on certain issues by not applying the retrospective
application in respect thereof. In addition, IFRS No. 1 contains certain exceptions with
regard to the retrospective application of certain aspects stipulated in other IFRS. |
|
Management
intends to examine the effect of the transition to IFRS, yet at this stage, is unable to
estimate the extent of such conversion on the Companys financial position and
results of operations. |
|
Standard
No. 29 allows for earlier application in a manner by which applicable entities may
convert their financial statements published subsequent to July 31, 2006 to the IFRS.
Management has not yet decided whether to early-adopt the IFRS. |
|
|
B. |
|
Accounting
Standard No. 26 Inventory |
|
In
August 2006, The Israeli Accounting Standards Board published Accounting Standard No. 26,
Inventory (the Standard), which sets the accounting
treatment of inventory. |
|
The
Standard applies to all types of inventory, other than inventory of buildings designated
for sale, which addressed by Accounting Standard No. 2, Construction of buildings
for sale, inventory of work in progress stemming from performance contracts,
addressed by Accounting Standard No. 4, Work based on performance contract,
financial instruments and biological assets relating to agricultural operations and to
agricultural production during harvest. |
8
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE 3 |
RECENT ACCOUNTING STANDARDS (cont.) |
|
|
B. |
|
Accounting
Standard No. 26 Inventory (cont.) |
|
The
Standard determines, among other things, that inventory should be measured at the lower
between cost and net realizable value. Cost of the inventory is determined by the first-
in, first- out (FIFO) method or by weighted average of costs, using a calculation formula
consistently for all inventory of the same nature and uses. In certain circumstances, the
Standard requires inventory cost determination by a specific identification of its cost,
The inventory cost includes all purchase and production costs as well as other costs
incurred in bringing the inventory to its present location and condition.
An
entity may purchase inventories on deferred settlement terms. When the arrangement
effectively contains a financing element, that element, is recognized as interest expense
over the period of the financing.
The
amount of any write-down of inventories to net realizable value and all losses of
inventories shall be recognized as an expense in the period the write-down or loss
occurs. The amount of any reversal of any write-down of inventories, arising from an
increase in net realizable value, shall be recognized as a reduction in the amount of
inventories recognized as an expense in the period in which the reversal occurs. |
|
This
Standard shall apply to financial statements for annual periods beginning on or after
January 1, 2007 and be implemented retrospectively. Management estimates that the
standard will not affect the companys financial position, results of operations and
cash flows. |
|
|
C. |
|
Accounting
Standard No. 27 Fixed Assets |
|
In
September 2006, The Israeli Accounting Standards Board published Accounting Standard No.
27, Fixed Assets (the Standard), which sets the accounting
treatment of fixed
assets, including the recognition of assets, determination of their carrying amount, the
depreciation expenses and losses from impairment as well as the disclosure required
in
the financial statements for the entitys fixed assets. |
|
The
standard determines, among other things the following: |
|
A
fixed asset item will be measured at the initial recognition date at cost which includes,
in addition to the purchase price, all the related costs which can be directly attributed
to bringing
the item to the location and condition that are required in order to enable it to operate
in the manner contemplated by management. In addition, the cost also includes
the
initial estimate of the costs required to dismantle and remove the item, along with the
expenses incurred in reconstructing the site on which the item had been placed , and in
respect
of which the entity incurred that obligation when the item had been acquired or following
its use over a given period of time, not in the production of inventory during that
period. |
9
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE 3 |
RECENT ACCOUNTING STANDARDS (cont.) |
|
|
C. |
|
Accounting
Standard No. 27 Fixed Assets (cont.) |
|
The
Standard states that when acquiring fixed assets in exchange for a non-monetary asset or
non-monetary assets or a combination of monetary and non- monetary assets, the cost
will be measured at fair value, unless (a) the exchange transaction has no commercial
substance or (b) the fair value of the asset received and the asset given cannot
be reliably measured. Should the acquired asset not measured at fair value, its cost will
be set according to the carrying amount of the asset given. |
|
After
initial recognition, the Standard permits, for each group of fixed assets, to implement
the measurement of the fixed assets by the cost method or the revaluation method, as long
as this accounting policy is implemented for all the items of fixed assets from the same
group. |
|
|
|
|
|
Cost
method fixed asset item shall be carried at its cost, less any accumulated depreciation
and any accumulated impairment losses. |
|
|
|
|
|
Revaluation method
a fixed asset item whose fair value can be measured reliably, will be presented at
a revalued amount, which equals its fair value at the revaluation date, less depreciation
accumulated subsequently, and less accumulated impairment losses. Revaluations should
take place on a current basis in order to ensure that carrying amount is not materially
different from the fair value, which would have been determined as of the balance sheet
date. If an item of fixed assets is revalued, the entire group of fixed assets to which
the asset relates must be revalued. As the carrying amount of an asset increase as a
result of a revaluation, the increase is allocated directly to shareholders equity,
under the heading of Revaluation Reserve. Nevertheless, the increase will be recognized
in operating item up to the amount offsetting the decrease from that assets
revaluation recognized previously as income or loss. If the carrying amount of the asset
decreases following revaluation, this decrease will be recognized as an operating item.
Nevertheless, the decrease will be allocated directly to shareholders equity under
the heading of Revaluation reserve up to the amount leaving any credit balance in that
reserve in respect to that asset. |
|
Each
part of a fixed asset with a cost that is significant in relation to the total cost of
the item shall be depreciated separately. Moreover, the depreciation method used will be
reviewed at least once at each financial year end, and if there has been a significant
change in the expected pattern of consumption of the future economic benefits embodied in
the asset, the method shall be changed to reflect the changed pattern. Such a change
shall be accounted for as a change in an accounting estimate. |
|
This
Standard shall apply for annual periods for financial statements beginning on or after
January 1, 2007, and be implemented retrospectively, except for the following: |
|
|
|
|
|
An entity
which chooses on January 1, 2007, the revaluation method as its accounting policy with
respect to a group of fixed assets, will treat the difference the assets revalued
carrying amount and its cost as a revaluation reserve at that time. |
|
|
|
|
|
An entity
which, did not include in the cost of an item, upon initial recognition, the initial
estimate of dismantling and removing costs along with site reconstruction costs will be
required to: |
|
|
|
|
|
A. |
|
Measure
the liability as of January 1, 2007 in accordance with
generally accepted accounting principles; |
10
MONDI BUSINESS PAPER
HADERA LTD. AND SUBSIDIARIES
NOTES TO UNAUDITED
CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS AS
OF SEPTEMBER 30, 2006
NOTE 3 |
RECENT ACCOUNTING STANDARDS (cont.) |
|
|
C. |
|
Accounting
Standard No. 27 Fixed Assets (cont.) |
|
|
|
|
|
B. |
|
Calculate
the amount which would have been included in the cost of the relevant asset, when the
liability initially incurred, by capitalizing the amount of the liability mentioned in
paragraph A above at the time when that liability was initially incurred (- the
capitalized amount); and |
|
|
|
|
|
C. |
|
Calculate
the Capitalized amounts accumulated depreciation on January 1, 2007 on the basis of
the assets useful life at that time. |
|
|
|
|
|
D. |
|
The
difference betwee the amount to be allocated to the
asset in accordance with items B and C above and the amount of the liability, according
to paragraph A above, will be allocated to retained earnings. |
|
The
Company is examing the new Standard, including the election between the cost method and
the revaluation method, however, at this stage, it is unable to estimate the Standards
effect, if any, on its financial position, results of operations and cash flows. |
11
Exhibit 5
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS
OF SEPTMBER 30, 2006
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS
OF SEPTMBER 30, 2006
TABLE OF CONTENTS
|
Page |
|
Accountants' Review Report |
1 |
|
Condensed Consolidated Financial Statements: |
|
Balance Sheets |
2 |
|
Statements of Operations |
3 |
|
Statements of Changes in Shareholders' Equity |
4-6 |
|
Statements of Cash Flows |
7-8 |
|
Notes to the Financial Statements |
9-15 |
The Board of Directors of
Hogla-Kimberly
Ltd.
Re: |
|
Review
of Unaudited Condensed Interim Consolidated
Financial Statements
for the Nine and Three Months Ended September 30, 2006 |
Gentlemen:
At your request, we have reviewed
the condensed interim consolidated financial statements (interim financial
statements) of Hogla-Kimberly Ltd. (the Company) and its subsidiaries,
as follows:
|
|
Balance
sheet as of September 30, 2006. |
|
|
Statements
of operations for the nine and three months ended September 30, 2006. |
|
|
Statements
of changes in shareholders equity for the nine and three months ended September 30,
2006. |
|
|
Statements
of cash flows for the nine and three months ended September 30, 2006. |
Our review was conducted in
accordance with procedures prescribed by the Institute of Certified Public Accountants in
Israel. The procedures included, inter alia, reading the aforementioned interim financial
statements, reading the minutes of the shareholders meetings and meetings of the
board of directors and its committees, and making inquiries with the persons responsible
for financial and accounting affairs.
Since the review that was performed
is limited in scope and does not constitute an audit in accordance with generally accepted
auditing standards, we do not express an opinion on the aforementioned interim financial
statements.
In performing our review, nothing
came to our attention which indicates that material adjustments are required to the
aforementioned interim financial statements for them to be deemed financial statements
prepared in conformity with generally accepted accounting principles in Israel and in
accordance with the Israeli Securities Regulations (Periodic and Immediate Reports), 1970.
Brightman Almagor &
Co.Certified
Public Accountants
November 2, 2006
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
(NIS in thousands;
Reported Amounts)
|
September 30
|
|
December 31,
|
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 5
|
|
|
(Unaudited)
|
|
|
Current Assets |
|
|
| |
|
| |
|
| |
|
Cash and cash equivalents | | |
| 57,655 |
|
| 42,327 |
|
| 35,551 |
|
Trade receivables | | |
| 290,367 |
|
| 247,480 |
|
| 257,899 |
|
Other receivables | | |
| 47,269 |
|
| 49,341 |
|
| 59,805 |
|
Inventories | | |
| 177,594 |
|
| 132,981 |
|
| 148,077 |
|
|
| |
| |
| |
| | |
| 572,885 |
|
| 472,129 |
|
| 501,332 |
|
|
| |
| |
| |
Long-Term Investments | | |
Long-term bank deposits | | |
| - |
|
| 73,568 |
|
| - |
|
Capital note of shareholder | | |
| 32,770 |
|
| 32,770 |
|
| 32,770 |
|
|
| |
| |
| |
| | |
| 32,770 |
|
| 106,338 |
|
| 32,770 |
|
|
| |
| |
| |
Fixed Assets | | |
Cost | | |
| 542,014 |
|
| 533,375 |
|
| 542,377 |
|
Less - accumulated depreciation | | |
| 246,959 |
|
| 238,687 |
|
| 235,144 |
|
|
| |
| |
| |
| | |
| 295,055 |
|
| 294,688 |
|
| 307,233 |
|
|
| |
| |
| |
Other Assets | | |
Goodwill | | |
| 21,245 |
|
| 25,506 |
|
| 24,737 |
|
Deferred taxes | | |
| 29,064 |
|
| 20,640 |
|
| 26,559 |
|
|
| |
| |
| |
| | |
| 50,309 |
|
| 46,146 |
|
| 51,296 |
|
|
| |
| |
| |
| | |
| 951,019 |
|
| 919,301 |
|
| 892,631 |
|
|
| |
| |
| |
Current Liabilities | | |
Short-term bank credit | | |
| 170,087 |
|
| - |
|
| 66,559 |
|
Current maturities of long-term bank loans | | |
| - |
|
| 72,984 |
|
| 20,714 |
|
Trade payables | | |
| 212,611 |
|
| 200,901 |
|
| 215,772 |
|
Other payables and accrued expenses | | |
| 64,987 |
|
| 46,825 |
|
| 51,920 |
|
|
| |
| |
| |
| | |
| 447,685 |
|
| 320,710 |
|
| 354,965 |
|
|
| |
| |
| |
Long-Term Liabilities | | |
Long-term bank loans | | |
| - |
|
| 73,568 |
|
| - |
|
Deferred taxes | | |
| 35,056 |
|
| 37,988 |
|
| 38,566 |
|
|
| |
| |
| |
| | |
| 35,056 |
|
| 111,556 |
|
| 38,566 |
|
|
| |
| |
| |
Minority Interest | | |
| - |
|
| 56,160 |
|
| 58,916 |
|
|
| |
| |
| |
Shareholders' Equity | | |
Share capital | | |
| 29,638 |
|
| 29,038 |
|
| 29,038 |
|
Capital reserves | | |
| 230,153 |
|
| 180,414 |
|
| 180,414 |
|
Translation adjustments relating to | | |
foreign held autonomous Subsidiary | | |
| (19,362 |
) |
| 535 |
|
| 618 |
|
Accumulated other comprehensive income | | |
| 151 |
|
| - |
|
| - |
|
Retained earnings | | |
| 193,698 |
|
| 220,888 |
|
| 230,114 |
|
Dividend declared after balance sheet date | | |
| 34,000 |
|
| - |
|
| - |
|
|
| |
| |
| |
| | |
| 468,278 |
|
| 430,875 |
|
| 440,184 |
|
|
| |
| |
| |
| | |
| 951,019 |
|
| 919,301 |
|
| 892,631 |
|
|
| |
| |
| |
|
|
|
|
|
|
T. Davis |
O. Argov |
A. Schor |
Chairman of the Board of Directors |
Chief Financial Officer |
Chief Executive Officer |
Approval date of the interim
financial statements: November 2, 2006.
The accompanying notes are an integral part of
the condensed interim consolidated financial statements.
2
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(NIS in thousands;
Reported Amounts)
|
Nine months ended
September 30,
|
|
Three months ended
September 30,
|
|
Year ended
December 31,
|
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 5
|
|
|
(Unaudited)
|
|
|
Net sales |
|
|
| 949,996 |
|
| 851,902 |
|
| 314,958 |
|
| 298,094 |
|
| 1,145,981 |
|
| | |
Cost of sales | | |
| 665,858 |
|
| 611,812 |
|
| 224,790 |
|
| 211,677 |
|
| 820,715 |
|
|
| |
| |
| |
| |
| |
| | |
Gross profit | | |
| 284,138 |
|
| 240,090 |
|
| 90,168 |
|
| 86,417 |
|
| 325,266 |
|
| | |
Selling expenses | | |
| 205,862 |
|
| 146,555 |
|
| 71,285 |
|
| 47,472 |
|
| 202,683 |
|
| | |
General and administrative expenses | | |
| 42,422 |
|
| 45,052 |
|
| 15,483 |
|
| 13,257 |
|
| 56,283 |
|
|
| |
| |
| |
| |
| |
Operating profit | | |
| 35,854 |
|
| 48,483 |
|
| 3,400 |
|
| 25,688 |
|
| 66,300 |
|
| | |
Financing income (expenses), net | | |
| (18,976 |
) |
| 2,500 |
|
| (6,871 |
) |
| (2,865 |
) |
| 752 |
|
| | |
Other income, net | | |
| 1,939 |
|
| 256 |
|
| 1,168 |
|
| 225 |
|
| 167 |
|
|
| |
| |
| |
| |
| |
| | |
Income before income Taxes | | |
| 18,817 |
|
| 51,239 |
|
| (2,303 |
) |
| 23,048 |
|
| 67,219 |
|
| | |
Income taxes | | |
| 27,447 |
|
| 15,530 |
|
| 4,835 |
|
| 4,087 |
|
| 19,527 |
|
|
| |
| |
| |
| |
| |
Income (loss) after income taxes | | |
| (8,630 |
) |
| 35,709 |
|
| (7,138 |
) |
| 18,961 |
|
| 47,692 |
|
| | |
Minority interest in (earnings) losses of subsidiary | | |
| 6,214 |
|
| (1,668 |
) |
| - |
|
| (1,428 |
) |
| (4,425 |
) |
|
| |
| |
| |
| |
| |
| | |
Net income (loss) for the period | | |
| (2,416 |
) |
| 34,041 |
|
| (7,138 |
) |
| 17,533 |
|
| 43,267 |
|
|
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
3
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(NIS in thousands;
Reported Amounts)
|
Share
capital
|
|
Capital
reserves
|
|
Translation
adjustments
relating to
foreign held
autonomous
Subsidiary
|
|
Accumulated
other
comprehensive
Income
|
|
Retained
earnings
|
|
Dividend
declared after
balance
sheet
date
|
|
Total
|
|
Nine months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2006 (unaudited) | | |
| | |
Balance - January 1, 2006 | | |
| 29,038 |
|
| 180,414 |
|
| 618 |
|
| - |
|
| 230,114 |
|
| - |
|
| 440,184 |
|
Shares issued | | |
| 600 |
|
| 49,739 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| 50,339 |
|
Changes in fair value of financial instruments | | |
| - |
|
| - |
|
| - |
|
| 151 |
|
| - |
|
| - |
|
| 151 |
|
Translation adjustments relating to foreign | | |
| - |
|
held autonomous subsidiary | | |
| - |
|
| - |
|
| (19,980 |
) |
| - |
|
| - |
|
|
- |
|
|
(19,980 |
) |
Dividend declared after balance sheet date | | |
| - |
|
| - |
|
| - |
|
| - |
|
| (34,000 |
) |
| 34,000 |
|
| - |
|
Loss for the period | | |
| - |
|
| - |
|
| - |
|
| - |
|
| (2,416 |
) |
| - |
|
| (2,416 |
) |
|
| |
| |
| |
| |
| |
| |
| |
Balance - September 30, 2006 | | |
| 29,638 |
|
| 230,153 |
|
| (19,362 |
) |
| 151 |
|
| 193,698 |
|
| 34,000 |
|
| 468,278 |
|
|
| |
| |
| |
| |
| |
| |
| |
Nine months ended | | |
September 30, 2005 (unaudited) | | |
| | |
Balance - January 1, 2005 | | |
| 29,038 |
|
| 180,414 |
|
| (3,377 |
) |
| - |
|
| 230,466 |
|
| - |
|
| 436,541 |
|
Translation adjustments | | |
relating to foreign held | | |
| - |
|
| - |
|
| 3,912 |
|
| - |
|
| - |
|
| - |
|
| 3,912 |
|
Dividend paid | | |
| - |
|
| - |
|
| - |
|
| - |
|
| (43,619 |
) |
| - |
|
| (43,619 |
) |
Net income for the period | | |
| - |
|
| - |
|
| - |
|
| - |
|
| 34,041 |
|
| - |
|
| 34,041 |
|
|
| |
| |
| |
| |
| |
| |
| |
Balance - September 30, 2005 | | |
| 29,038 |
|
| 180,414 |
|
| 535 |
|
| - |
|
| 220,888 |
|
| - |
|
| 430,875 |
|
|
| |
| |
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
4
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(NIS in thousands;
Reported Amounts)
|
Share
capital
|
|
Capital
reserves
|
|
Translation
adjustments
relating to
foreign held
autonomous
Subsidiary
|
|
Accumulated
other
comprehensive
Income
|
|
Retained
earnings
|
|
Dividend
declared after
balance
sheet
date
|
|
Total
|
|
Three months ended |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
September 30, 2006 (unaudited) | | |
| | |
Balance - July 1, 2006 | | |
| 29,038 |
|
| 180,414 |
|
| (21,556 |
) |
| - |
|
| 234,836 |
|
| - |
|
| 422,732 |
|
Shares issued | | |
| 600 |
|
| 49,739 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| 50,339 |
|
Changes in fair value of financial instruments | | |
| - |
|
| - |
|
| - |
|
| 151 |
|
| - |
|
| - |
|
| 151 |
|
Translation adjustments | | |
relating to foreign held | | |
autonomous Subsidiary | | |
| - |
|
| - |
|
| 2,194 |
|
| - |
|
| - |
|
| - |
|
| 2,194 |
|
Dividend declared after | | |
balance sheet date | | |
| - |
|
| - |
|
| - |
|
| - |
|
| (34,000 |
) |
| 34,000 |
|
| - |
|
Loss for the period | | |
| - |
|
| - |
|
| - |
|
| - |
|
| (7,138 |
) |
| - |
|
| (7,138 |
) |
|
| |
| |
| |
| |
| |
| |
| |
Balance - September 30, 2006 | | |
| 29,638 |
|
| 230,153 |
|
| (19,362 |
) |
| 151 |
|
| 193,698 |
|
| 34,000 |
|
| 468,278 |
|
|
| |
| |
| |
| |
| |
| |
| |
Three months ended | | |
September 30, 2005 (unaudited) | | |
| | |
Balance - July 1, 2005 | | |
| 29,038 |
|
| 180,414 |
|
| (905 |
) |
| - |
|
| 203,355 |
|
| - |
|
| 411,902 |
|
Translation adjustments | | |
relating to foreign held | | |
autonomous Subsidiary | | |
| - |
|
| - |
|
| 1,440 |
|
| - |
|
| - |
|
| - |
|
| 1,440 |
|
Net income for the period | | |
| - |
|
| - |
|
| - |
|
| - |
|
| 17,533 |
|
| - |
|
| 17,533 |
|
|
| |
| |
| |
| |
| |
| |
| |
Balance - September 30, 2005 | | |
| 29,038 |
|
| 180,414 |
|
| 535 |
|
| - |
|
| 220,888 |
|
| - |
|
| 430,875 |
|
|
| |
| |
| |
| |
| |
| |
| |
| | |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
5
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(NIS in thousands;
Reported Amounts)
|
Share
capital
|
|
Capital
reserves
|
|
Translation
adjustments
relating to
foreign held
autonomous
Subsidiary
|
|
Accumulated
other
comprehensive
Income
|
|
Retained
earnings
|
|
Dividend
declared after
balance
sheet
date
|
|
Total
|
|
Year ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | | |
| | |
| | |
Balance - January 1, 2005 | | |
|
29,038 |
|
|
180,414 |
|
|
(3,377 |
) |
|
- |
|
| 230,466 |
|
|
- |
|
| 436,541 |
|
Translation adjustments | | |
relating to foreign held | | |
autonomous Subsidiary |
|
|
|
- |
|
|
- |
|
|
3,995 |
|
|
- |
|
|
- |
|
|
- |
|
|
3,995 |
|
Dividend paid |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(43,619 |
) |
|
- |
|
|
(43,619 |
) |
Net income for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
43,267 |
|
|
- |
|
|
43,267 |
|
|
| |
| |
| |
| |
| |
| |
| |
Balance - December 31, 2005 | | |
|
29,038 |
|
|
180,414 |
|
|
618 |
|
|
- |
|
|
230,114 |
|
|
- |
|
|
440,184 |
|
|
| |
| |
| |
| |
| |
| |
| |
| | |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
6
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(NIS in thousands;
Reported Amounts)
|
Nine months ended
September 30,
|
|
Three months ended
September 30,
|
|
Year ended
December 31,
|
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 5
|
|
|
(Unaudited)
|
|
|
Cash flows - operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the period | | |
| (2,416 |
) |
| 34,041 |
|
| (7,138 |
) |
| 17,533 |
|
| 43,267 |
|
Adjustments to reconcile net | | |
income to net cash provided by | | |
operating activities | | |
(Appendix A) | | |
| (54,844 |
) |
| (24,977 |
) |
| 18,125 |
|
| (9,992 |
) |
| (37,613 |
) |
|
| |
| |
| |
| |
| |
Net cash provided by (used in) | | |
operating activities | | |
| (57,260 |
) |
| 9,064 |
|
| 10,987 |
|
| 7,541 |
|
| 5,654 |
|
|
| |
| |
| |
| |
| |
Cash flows - investing activities | | |
Withdrawal of long-term bank | | |
deposits | | |
| - |
|
| - |
|
| - |
|
| - |
|
| 73,648 |
|
Acquisition of fixed assets | | |
| (14,098 |
) |
| (28,010 |
) |
| (2,909 |
) |
| (11,524 |
) |
| (44,634 |
) |
Proceeds from sale of fixed assets | | |
| 174 |
|
| 256 |
|
| 174 |
|
| 224 |
|
| 293 |
|
|
| |
| |
| |
| |
| |
Net cash provided by (used in) | | |
investing activities | | |
| (13,924 |
) |
| (27,754 |
) |
| (2,735 |
) |
| (11,300 |
) |
| 29,307 |
|
|
| |
| |
| |
| |
| |
Cash flows - financing activities | | |
Dividend paid | | |
| - |
|
| (43,619 |
) |
| - |
|
| - |
|
| (43,619 |
) |
Long-term loans received | | |
| - |
|
| 31,304 |
|
| - |
|
| 22,371 |
|
| - |
|
Repayment of long-term loans | | |
| (20,714 |
) |
| (44,759 |
) |
| - |
|
| (36,258 |
) |
| (94,437 |
) |
Short-term bank credit | | |
| 115,173 |
|
| - |
|
| 38,714 |
|
| - |
|
| 21,475 |
|
|
| |
| |
| |
| |
| |
Net cash provided by (used in) | | |
financing activities | | |
| 94,459 |
|
| (57,074 |
) |
| 38,714 |
|
| (13,887 |
) |
| (116,581 |
) |
|
| |
| |
| |
| |
| |
Translation adjustments of cash | | |
and cash equivalents of | | |
foreign held autonomous | | |
Subsidiary | | |
| (1,171 |
) |
| 727 |
|
| 363 |
|
| 1,017 |
|
| (193 |
) |
|
| |
| |
| |
| |
| |
Decrease in cash and | | |
cash equivalents | | |
| 22,104 |
|
| (75,037 |
) |
| 47,329 |
|
| (16,629 |
) |
| (81,813 |
) |
Cash and cash equivalents - | | |
beginning of period | | |
| 35,551 |
|
| 117,364 |
|
| 10,326 |
|
| 58,956 |
|
| 117,364 |
|
|
| |
| |
| |
| |
| |
Cash and cash equivalents - | | |
end of period | | |
| 57,655 |
|
| 42,327 |
|
| 57,655 |
|
| 42,327 |
|
| 35,551 |
|
|
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
7
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
APPENDICES TO CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(NIS in thousands;
Reported Amounts)
|
Nine months ended
September 30,
|
|
Three months ended
September 30,
|
|
Year ended
December 31,
|
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 6
|
|
2 0 0 5
|
|
2 0 0 5
|
|
|
(Unaudited)
|
|
|
A. Adjustments to reconcile |
|
|
|
|
|
| |
|
| |
|
| |
|
| |
|
net income to net cash | | |
provided by operating | | |
activities | | |
|
|
|
|
|
|
| | |
Income and expenses not | | |
involving cash flows: | | |
Minority interest in earnings | | |
(losses) of Subsidiary | | |
| (6,214 |
) |
| 1,668 |
|
| - |
|
| 1,428 |
|
| 4,425 |
|
Depreciation and amortization | | |
| 17,327 |
|
| 18,395 |
|
| 5,887 |
|
| 6,022 |
|
| 25,162 |
|
Deferred taxes, net | | |
| (10,947 |
) |
| (7,098 |
) |
| (6,105 |
) |
| (4,338 |
) |
| (12,740 |
) |
Loss (Gain) from sale of fixed assets | | |
| 37 |
|
| (256 |
) |
| 5 |
|
| (225 |
) |
| (293 |
) |
Effect of exchange rate | | |
differences, net | | |
| 6,923 |
|
| (549 |
) |
| (2,144 |
) |
| 230 |
|
| 19 |
|
| | |
Changes in assets and | | |
Liabilities: | | |
Decrease (Increase) in trade | | |
receivables | | |
| (45,466 |
) |
| (31,078 |
) |
| 6,794 |
|
| (22,585 |
) |
| (41,401 |
) |
Decrease (increase) in other | | |
receivables | | |
| 6,651 |
|
| (8,920 |
) |
| (3,892 |
) |
| (10,523 |
) |
| (18,974 |
) |
Decrease (increase) in | | |
inventories | | |
| (40,475 |
) |
| 12,577 |
|
| 5,966 |
|
| (3,548 |
) |
| (2,357 |
) |
Increase (decrease) in trade | | |
payables | | |
| (6,033 |
) |
| (6,749 |
) |
| (305 |
) |
| 24,057 |
|
| 6,167 |
|
Net change in balances with | | |
related parties | | |
| 8,157 |
|
| (10,735 |
) |
| 3,070 |
|
| (4,146 |
) |
| (10,515 |
) |
Increase in other payables | | |
and accrued expenses | | |
| 15,196 |
|
| 7,768 |
|
| 8,849 |
|
| 3,636 |
|
| 12,894 |
|
|
| |
| |
| |
| |
| |
| | |
| (54,844 |
) |
| (24,977 |
) |
| 18,125 |
|
| (9,992 |
) |
| (37,613 |
) |
|
| |
| |
| |
| |
| |
B. Non-cash activities | | |
Acquisition of fixed assets on credit | | |
| 538 |
|
| 16,852 |
|
| 1,494 |
|
| 7,589 |
|
| 37,617 |
|
|
| |
| |
| |
| |
| |
Shares issued on account of the | | |
Minority interests | | |
| 50,339 |
|
| - |
|
| 50,339 |
|
| - |
|
| - |
|
|
| |
| |
| |
| |
| |
The accompanying notes are an
integral part of the condensed interim consolidated financial statements.
8
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE
1 |
BASIS OF PRESENTATION |
|
The
unaudited condensed interim consolidated financial statements as of September 30, 2006
and for the nine and three months then ended (interim financial statements)
of Hogla-Kimberly Ltd. (the Company) and subsidiaries should be read in
conjunction with the audited consolidated financial statements of the Company and
subsidiaries as of December 31, 2005 and for the year then ended, including the notes
thereto. In the opinion of management, the interim financial statements include all
adjustments necessary for a fair presentation of the financial position and results of
operations as of September 30, 2006 and for the interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results to be
expected on a full-year basis. |
NOTE
2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
(1) |
|
The
significant accounting policies applied in the interim consolidated financial statements
are consistent with those applied in the audited consolidated financial statements as of
December 31, 2005 and for the year then ended, except for the initial application of
Accounting Standard No. 21, Earnings Per Share, Accounting Standard No. 22,
Financial Instruments: Disclosure and Presentation and Accounting Standard
No. 25, Revenues. The effect of initially applying these standards on the
Companys financial position and results of operations is not material. |
|
|
|
(2) |
|
For
the effect of initial application of Accounting Standard No. 20 (Revised) Accounting
Treatment for Goodwill and Other Intangibles upon the Acquisition of an Investee ,
see note 2 B(1) below. |
|
|
|
(3) |
|
The
interim financial statements have been prepared in conformity with generally accepted
accounting principles (GAAP) in Israel, in a condensed format in accordance
with GAAP applicable to the preparation of interim period financial statements, including
those under Standard No. 14, Interim Financial Reporting and in accordance
with Paragraph D of the Israeli Securities Regulations (Periodic and Immediate Reports),
1970. |
|
|
B. |
|
New
Accounting Standards and their effect |
|
Application
of Standard No. 20 (Revised) Accounting Treatment for Goodwill and Other
Intangibles upon theAcquisitionof an Investee |
|
In
March 2006, the Israeli Accounting Standards Board (the Board) published
Standard No. 20 (revised) Accounting Treatment for Goodwill and Other Intangibles
upon the Acquisition of an Investee, which applies to financial statements for
periods commencing January 1, 2006 (the Effective Date) or thereafter. |
9
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
B. |
|
New
Accounting Standards and their effect (cont.) |
|
Application
of Standard No. 20 (Revised) Accounting Treatment for Goodwill and
Other Intangibles upon the Acquisition of an Investee (cont) |
|
According
to the Standard, the excess of acquisition cost of an investment in an investee over the
holding companys share in the fair value of the investees identifiable
assets, including intangibles, net of the fair value of identifiable liabilities (after
tax allocation) at acquisition date, constitutes goodwill. Intangible asset will be
recognized only if it satisfies the criteria established in this Standard. |
|
Goodwill
acquired in a business combination shall not be amortized but rather will be examined for
impairment annually, or more frequently if events or changes in circumstances indicate
that it might be impaired. |
|
The
Standard distinguishes between intangible assets, with finite defined useful lives and
those with indefinite useful lives, stating that the former should be amortized while the
latter should not, but rather examined for impairment annually, or more frequently if
events or changes in circumstances indicate that it might be impaired. |
|
Comparative
figures for periods ended prior to the Effective Date should not be restated and goodwill
presented in the balance sheet as of December 31, 2005 will no longer be amortized,
including goodwill presented in the investment account of an affiliate. |
|
As
a result of the initial application of this Standard the Company ceased amortizing the
goodwill associated with its investment in KCTR, the net balance of which as of January
1, 2006 is NIS 24,737 thousand. The amortization of goodwill recorded in the year ended
December 31, 2005 and in the nine and three months ended September 30, 2005 is NIS 2,850
thousands and NIS 2,114 thousands and 724 thousands, respectively. |
|
|
C. |
|
New
Accounting Standards that are not yet adopted |
|
|
|
(1) |
|
Application
of Standard No. 26 Inventory |
|
In
August 2006 the Israeli Accounting Standards Board published Accounting Standard No. 26
Inventory (the Standard), which outlines the accounting
treatment of inventory. |
|
The
standard applies to all types of inventory, other than building earmarked for sale and
addressed by Accounting Standard No.2 (Construction of Buildings for Sale),
inventory of work in progress stemming from performance contracts, addressed by
Accounting Standard No.4 (Work Based on Performance Contract), financial
instruments and biological assets relating to agricultural activity and agricultural
production during harvest. |
|
The
standard establishes, among other things, that inventory should be stated at the lower
between cost and net realizable value. Cost is determined by the first in, first out
(FIFO) method or by average weighted cost used consistently for all types of inventory of
similar nature and uses. In certain circumstances the standard requires cost
determination by a specific identification of cost, which includes all purchase and
production costs, as well as any other costs incurred in reaching the inventorys
present stage. |
10
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
C. |
|
New
Accounting Standards that are not yet adopted (cont.) |
|
|
|
(1) |
|
Application
of Standard No. 26 Inventory(cont.) |
|
When
inventory is acquired on credit incorporating a financing component, the inventory should
then be presented at cost equaling purchase cost in cash. The financing component is
recognized as a financing expense over the term of the credit period. |
|
Any
reduction of inventory to net realizable value following impairment as well as any other
inventory loss should be expensed on the current period. |
|
Subsequent
elimination of an impairment write-down that stems from an increase in net realizable
value will be allocated to operations during the period in which the elimination took
place. This standard will apply to financial statements covering periods beginning
January 1, 2007 and onwards and be implemented retroactively. |
|
Management
believes that the standard will not affect the Companys financial position, results
of operations and cash flows. |
|
|
|
(2) |
|
Application
of Standard No. 27 Fixed Asset |
|
In
September 2006 the Israeli Accounting Standards Board published Accounting Standard No.
27 (Fixed Assets), which establishes the accounting treatment of fixed
assets, including recognition of assets, determination of their book value, related
depreciation, losses from impairment as well as the disclosure required in the financial
statements. |
|
The
standard states that a fixed-asset item will be measured at the initial recognition date
based cost which includes, in addition to the purchase price, all the related costs
incurred for bringing the item to the position enabling it to operate in the manner
contemplated by management. The cost also includes the initial estimate of costs required
to dismantle and remove the item, along with the expenses incurred in reconstructing the
site on which the item had been placed and in respect of which the entity incurred that
obligation when the item had been acquired or following its use over a given period of
time not in the production of inventory during that period. |
|
The
standard also states that when acquiring assets in exchange for a non-monetary asset or a
combination of monetary as well as non-monetary assets, the cost will be determined at
fair value unless (a) the barter transaction has no commercial essence or (b) it is
impossible to reliably measure the fair value of the asset received and the asset
provided. Should the provided asset not be measured at fair value, its cost would equal
book value. |
11
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
C. |
|
New
Accounting Standards that are not yet adopted (cont.) |
|
|
|
(2) |
|
Application
of Standard No. 27 Fixed Asset (cont.) |
|
Following
the initial recognition, the standard permits the entity to implement in its accounting
policy the measurement of the fixed assets by the cost method or by revaluation so long
as this policy is implemented in regard to all the items in that Company. |
|
Cost
method an item will be presented at net book value, less accumulated impairment
losses. |
|
Revaluation
method an item whose fair value can be measured reliably will be presented at its
estimated amount, which equals its fair value at the revaluation date, net of
depreciation accumulated subsequently and less accumulated impairment losses.
Revaluations should take place on a current basis in order to ensure that book value does
not materially differ from the fair value that would have been determined on the
balance-sheet date. The revaluation of a single item calls for the revaluation of the
entire Company and if the assets book value rises following this revaluation, this
increase should be allocated directly to shareholders equity (revaluation
reserve). Nevertheless, this increase will be recognized as an operating item up to
the amount offsetting the decrease from that assets revaluation recognized
previously as income or loss. Should book value decline following revaluation, this
decline will be recognized as an operating item yet allocated directly to shareholders equity
(revaluation reserve) up to the amount leaving any credit balance in that
reserve in respect of that asset. |
|
Any
fixed assets with a meaningful cost in relation to the items total cost should be
reduced separately. Moreover, the depreciation method used will be reviewed at least once
at yearend and, if any meaningful change had taken place in the estimated consumption of
future economic benefits inherent in the asset, the method should be modified to reflect
such changes. This change will be treated as a change in an accounting estimate. |
|
This
new standard will apply to financial statements covering periods beginning January 1,
2007 and onwards and implemented retroactively, except for the following: |
|
An
entity which chooses on January 1, 2007 the revaluation method will treat the difference
between the assets estimated book value and its cost as a revaluation reserve at
that time. |
|
An
entity which did not include in the cost of an item, upon initial recognition, the
initial estimate of dismantling and removing costs along with site reconstruction costs
will be required to: |
|
1.
Measure the liability on January 1, 2007 in conformity with generally accepted accounting
principles; |
|
2.
Compute the amount that would have been included in the cost of the relevant asset, when
the liability was initially created, by capitalizing the amount of the liability, as
noted in item 1 above at the time when that liability was initially created (the
Capitalized Amount); |
12
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
C. |
|
New
Accounting Standards that are not yet adopted (cont.) |
|
|
|
(2) |
|
Application
of Standard No. 27 Fixed Asset (cont.) |
|
3.Compute
the Capitalized Amounts accumulated depreciation on January 1, 2007 on the basis of
the assets useful life at that time; |
|
4.
The difference between the amount to be allocated to the asset, in accordance with items
2 and 3 above and the amount of the liability, based on item 1 above, will be allocated
to retained earnings. |
|
The
Company is currently examining this new standard, including the election between the cost
and the revaluation methods; however, at this stage, it is unable to estimate the standards
effect, if any, on its financial position, results of operations and cash flows. |
|
|
|
(3) |
|
Application
of Standard No. 29 Adoption of International Financial Reporting Standards |
|
In
July 2006, the Israeli Accounting Standards Board published Accounting Standard No. 29 -Adoption
of International Financial Reporting Standards IFRS (the Standard).
According to this Standard, the financial statements of an entity subject to the Israeli
Securities Law and authoritative Regulations thereunder, other than foreign corporations
as defined by this Law that prepares its financial statements in other than Israeli GAAP,
will be prepared for the reporting periods commencing January 1, 2008, including interim
periods, in accordance with the IFRS and related interpretations published by the
International Accounting Standards Board. |
|
An
entity adopting IFRS as of January 1, 2008 and electing to report comparative figures in
accordance with the IFRS for only 2007, will be required to prepare opening balance-sheet
amounts as of January 1, 2007 based on the IFRS. |
|
Reporting
in accordance with the IFRS will be carried out based on the provisions of IFRS No. 1,
First-time Adoption of IFRS Standards, which establishes guidance on
implementing the transition from financial reporting based on domestic national
accounting standards to reporting in accordance with the IFRS. |
|
IFRS
No. 1 supersedes the transitional provisions established in other IFRSs (including those
established in former domestic national accounting standards), stating that all IFRSs
should be adopted retroactively for the opening balance-sheet amounts. Nevertheless, IFRS
No. 1 grants allowances on certain issues by not applying the retroactive application in
respect thereof. In addition, IFRS No. 1 contains certain exceptions with regard to the
retroactive application of certain aspects stipulated in other IFRSs. |
|
Management
intends to examine the effect of the transition to IFRS, yet at this stage, is unable to
estimate the extent of such conversion on the Companys financial position and
results of operations. |
|
Standard
No. 29 allows for earlier application in a manner by which applicable entities may
convert their financial statements published subsequent to July 31, 2006 to the IFRS.
Management has not yet decided whether to early-adopt the IFRS. |
13
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
|
|
D. |
|
Derivative
financial instruments and hedge accounting |
|
The
Companys activities expose it primarily to the financial risks of changes in
foreign exchange rates. As of the third quarter the Company uses derivative financial
instruments (primarily foreign currency forward contracts) to hedge its risks associated
with foreign currency fluctuations relating to forecasted transactions. |
|
The
use of financial derivatives is governed by the Companys policies approved by the
board of directors, which provide written principles on the use of financial derivatives
consistent with the Companys risk management strategy.
The
Company does not use derivative financial instruments for speculative purposes. |
|
Derivative
financial instruments are initially measured at fair value on the contract date, and are
remeasured to fair value at subsequent reporting dates. |
|
Changes
in the fair value of derivative financial instruments that are designated and effective
as hedges of future cash flows are recognised directly in equity and the ineffective
portion is recognised immediately in profit or loss. The Companys policy with
respect to hedging the foreign currency risk of a commitment is to designate it as a cash
flow hedge. If the cash flow hedge of a commitment or forecasted transaction results in
the recognition of an asset or a liability, then, at the time the asset or liability is
recognised, the associated gains or losses on the derivative that had previously been
recognised in equity are included in the initial measurement of the asset or liability.
For hedges that do not result in the recognition of an asset or liability, amounts
deferred in equity are recognised in profit or loss in the same period in which the
hedged item effects profit or loss. |
|
Changes
in the fair value of derivative financial instruments that do not qualify for hedge
accounting are recognised in profit or loss as they arise. |
|
Hedge
accounting is discontinued when the hedging instruments expires or is sold, terminated,
or no longer qualifies for hedge accounting. At that time, for forecast transactions, any
cumulative gain or loss on the hedging instruments recognised in equity is retained in
equity until the forecasted transaction occurs. If a hedged transaction is no longer
expected to occur, the net cumulative gain or loss recognised in equity is transferred to
profit or loss for the period. |
|
|
E. |
|
During
the reporting period, the representative exchange rate of the US Dollar vis-à-vis
the NIS and the exchange rate of the Turkish Lira vis-à-vis the NIS decreased by
6.54% and 16.70% respectively, while the Israeli Consumer Price Index increased by 0.78%. |
14
HOGLA-KIMBERLY LTD.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2006
NOTE 3 |
SUPPLEMENTAL DATA |
|
|
1. |
|
As
of September 30, 2006 the Turkish subsidiary has converted its loan linkage
term basis from the U.S dollar to the Turkish Lira. |
|
|
2. |
|
During
the second quarter of 2006 the corporate tax in Turkey was reduced from
30% to 20%. The change in the corporate tax resulted in additional tax
expenses in the amount of NIS 10.6 millions which reflected the impact on
the deferred tax assets. |
|
|
3. |
|
Following
a tax assessment of the companys tax return, performed by the tax
authorities in Israel with respect of tax-years 2003 and 2002 the company
recorded additional provision for tax expenses, in the amount of NIS 4.2
millions for the nine month period ended September 30, 2006. |
|
|
4. |
|
On
July 11, 2006 the Israeli Tax Authorities approved the Companys request
for its merger with some of its subsidiaries in Israel. The approval is
contingent upon a number of conditions which the Company must fulfill
within 60 days in accordance with the terms set by the Israeli Tax
Authorities. As of September 30, 2006 the Company fulfilled all the
requested terms and issued shares to the minority shareholders of the
subsidiary. Since the minority shareholders of the subsidiary are also
shareholders of the Company the transaction was recorded based on the
carrying amount in exchange to shares of the subsidiary that will be
merged with the Company. |
|
|
5. |
|
Due to
the recent security situation in northern Israel, in July 2006 the Company has
partially stopped its manufacturing activity in its Naharia Plant. The Company
is entitled to be compensated by the Israeli authorities with respect to the
disruption mentioned above. As of the approval date of the financial statements
the company is entitled to receive part of the compensation mentioned above
that refers to employees salaries. |
|
|
6. |
|
On August
23, 2006 a request for a class action claim was filed against the Company in
the amount of NIS 47 million for reducing the number of diapers in the Titulim Packages.
The Company rejects the request and acting to dismiss it. The Company can not
evaluate, at this early stage the exposure of the claim if any, and did not
record a reserve. |
NOTE 4 |
SUBSEQUENT EVENTS |
|
On
November 2, 2006 the Company declared a payment of NIS 34,000 thousands as divided to its
shareholders |
15