TEFRON LTD. Interim consolidated financial statements as at March 31, 2013 Unaudited Contents Page Review of the interim consolidated financial statements 2 Consolidated balance sheets 3-4 Consolidated statements of income 5 Consolidated statement of comprehensive income 6 Consolidated statements of changes in shareholders' equity 7 Consolidated statements of cash flows 8-9 Notes to the interim consolidated financial statements 10-17
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TEFRON LTD.Tefron Ltd. Consolidated statements of comprehensive income For the three months ended March 31 For the year ended Dec. 31 2013 2012 2012 Unaudited Audited
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TEFRON LTD.
Interim consolidated financial statements
as at March 31, 2013
Unaudited
Contents
Page
Review of the interim consolidated financial statements 2
Consolidated balance sheets 3-4
Consolidated statements of income 5
Consolidated statement of comprehensive income 6
Consolidated statements of changes in shareholders' equity 7
Consolidated statements of cash flows 8-9
Notes to the interim consolidated financial statements 10-17
2
ERNST & YOUNG
Review Report of the Auditors to the Shareholders of Tefron Ltd.
Preface
We have reviewed the attached financial information of Tefron Ltd. and its subsidiaries (hereinafter "the
Group"), which includes the condensed consolidated balance sheet as at March 31, 2013, and the
condensed consolidated statements of income, comprehensive income, changes in shareholders’ equity
and cash flows for the period of three month then ended. The Board of Directors and Management are
responsible for the preparation and presentation of the financial information for this interim period, in
accordance with International Accounting Standard IAS 34, "Financial Reporting for Interim Periods",
and are also responsible for the preparation of financial information for this interim period in accordance
with Chapter D of the Securities Regulations (Periodic and Immediate Reports) - 1970. Our responsibility
is to express a conclusion on the financial information for this interim period based on our review.
Scope of the review
We have performed our review in accordance with Review Standard 1 of the Institute of Certified Public
Accountants in Israel, "Review of Financial Information for Interim Periods prepared by the Entity’s
Auditor." A review of financial information for interim periods consists of making inquiries, primarily
with persons responsible for financial and accounting matters, and of applying analytical and other review
procedures. A review is considerably more limited in scope than an audit conducted in accordance with
generally accepted auditing standards in Israel, and therefore does not enable us to obtain assurance that
we will be aware of all significant matters which might have been identified in an audit. Consequently, we
are not expressing an opinion of an audit.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the above financial
information is not prepared, in all material respects, in accordance with IAS 34.
In addition to the aforesaid in the previous paragraph, based on our review, nothing has come to our
attention which would cause us to believe that the above financial information does not comply, in all
material respects, with the disclosure provisions of Chapter D of the Securities Regulations (Periodic and
Immediate Reports) - 1970.
Without qualifying our above conclusion, we draw attention to Note 1b of the financial statements
regarding the Company's operations and outcomes, as well as to the Management’s estimations regarding
meeting the financial covenants with the banks, and its plans in that regard.
Haifa, Israel KOST FORER GABBAY & KASIERER
May 19, 2013 Certified Public Accountants
3
Tefron Ltd. Consolidated balance sheets
As at
March 31,
As at
December 31,
2013 2012 2012
Unaudited Audited
Dollars thousands
Current assets
Cash 5,286 1,684 5,586 Investments in securities available
for sale 323 334
323
Trade receivables, net 18,394 17,780 18,356
Other receivables 2,804 2,256 2,986
Inventory 13,968 21,094 15,024
Assets held for sale - 2,805 -
40,775 45,953 42,275
Non-current assets held for sale - 930 -
Assets held for sale (see Note 4) 200 - -
40,975 46,883 42,275
Non-current assets
Property, plant and equipment, net 28,359 31,099 29,556
Inactive assets (see Note 5) 2,658 - 2,750
Goodwill and intangible assets, net 977 1,546 1,177
Software, net 266 304 284
Deferred taxes, net 2,630 1,178 2,659
34,890 34,127 36,426
75,865 81,010 78,701
The accompanying notes are an integral part of the interim consolidated financial statements
4
Tefron Ltd. . Consolidated balance sheets
As at As at
March 31, December 31, _
_ 2013 2012 2012 __
Unaudited Audited _
_ _ Dollars thousand _
Current liabilities
Bank credit 10,293 8,784 9,504
Trade payables 10,763 15,451 12,487
Other payables 4,460 4,668 4,387
Loans to be repaid from the
proceeds of assets held for sale - 2,805
-
25,516 31,708 26,378
Non-current liabilities
Long-term loans 18,636 17,839 20,200
Liabilities for bank options 370 464 318
Liabilities for benefits to
employees, net 541 552
596
Deferred Taxes 255 - 310
19,802 18,855 21,424
Equity attributed to the
Company’s shareholders
Share capital 19,818 19,818 19,818
Additional paid-in capital 107,348 107,228 107,321
Accumulated deficit (89,515) (89,233) (89,149)
Treasury shares (7,408) (7,408) (7,408)
Capital reserve for financial assets
available for sale (118) (148)
(118)
Capital reserve for hedging
transactions - -
55
Other capital reserves 422 190 380
Total equity 30,547 30,447 30,899
75,865 81,010 78,701
The accompanying notes are an integral part of the interim consolidated financial statements
May 19, 2013
Date of approval of
the financial statements
Arnon Tieberg
Chairman of the Board
Amit Meridor
CEO
Eliezer Parnafes
CFO
5
Tefron Ltd. Consolidated statements of income
For the three months
ended
March 31,
For the year
ended
December 31
2013 2012(*) 2012(*)
Unaudited Audited
Dollars thousands
Sales 20,768 19,775 98,963
Cost of sales 17,271 16,704 81,932
Gross profit 3,497 3,071 17,031
Development expenses, net 1,156 899 3,526
Selling and marketing expenses 2,071 2,005 8,262
General and administrative expenses 725 760 3,180
Other expenses - - 35
Operating profit (loss) (455) (593) 2,028
Financing income 61 5 64
Financing expenses (397) (752) (1,689)
Financing expenses, net (336) (747) (1,625)
Income (loss) before taxes on income (791) (1,340) 403
Tax benefit 55 7 2,233
Income (loss) from continuing operations (736) (1,333) 2,636
Income (loss) from discontinued operations, net 370 529 (3,094)
Loss (366) (804) (458)
Earnings (losses) per share attribute to the Company’s
shareholders (in dollars)
Basic and diluted earnings (losses) per share from continued
operations (0.11) (0.20) 0.40
Basic and diluted earnings (losses) per share from
discontinued operations 0.06 0.08 (0.47)
Basic and diluted losses per share (0.05) (0.12) (0.07)
(*) Restated due to discontinued operations, see Note 4.
The accompanying notes are an integral part of the interim consolidated financial statements
6
Tefron Ltd. Consolidated statements of comprehensive income
For the three months
ended
March 31
For the
year ended
Dec. 31
2013 2012 2012
Unaudited Audited
Dollars thousands
Loss (366) (804) (458)
Other comprehensive income (loss):
Realized income for hedging transaction of cash flows (55) - - Income not yet realized for hedging cash flows transactions - - 55 Income not yet realized for investments in securities
available for sale - - 30 Actuarial loss from defined benefit plans - - (262)
Total other comprehensive income (loss) (55) - (177)
Total comprehensive loss, attributed to the Company’s
shareholders (421) (804) (635)
The accompanying notes are an integral part of the interim consolidated financial statements
7
Tefron Ltd. Consolidated statements of changes in shareholders’ equity
(*) Restated due to discontinued operations, see Note 4.
For the year ended December 31, 2012
Seamless
Cut & Sew
(*)
Total
Audited
Dollars thousands
Revenues from external parties 96,583 2,380 98,963
Gross profit 16,555 476 17,031
Segmental results 1,786 242 2,028
Financing expenses, net (1,625)
Tax benefit 2,233
Loss from discontinued operations (3,094)
Loss (458)
Tefron Ltd. Notes to the interim consolidated financial statements
06
Note 8 – Financial instruments
a. Fair value
The carrying amounts in the financial statements of the cash, trade receivables, other
receivables, bank credit and long-term loans, trade payables and other payables
approximate their fair value.
b. Classification of financial instruments at fair value
The financial instruments presented in the balance sheet by fair value are classified by
groups with similar characteristics of fair value hierarchy as follows, that was
determined by reference to the source of inputs used to derive the fair value:
Level 1: Quoted prices (unadjusted) in active market for identical assets and liabilities.
Level 2: Inputs other than quoted prices included within level 1 that are observable
either directly or indirectly.
Level 3: Inputs that are not based on observable market data (valuation techniques
without the usage of observable market inputs).
For financial instruments recognized at fair value periodically, the company estimates at
the end of each reporting period whether there have been transfers between different
levels of the fair value hierarchy.
As of March 31, 2013, the Company holds financial instruments measured at fair value
by the following classifications:
Financial assets measured at fair value
Level 2 Level 3 Total
Dollars thousands Financial assets measured at fair value Investment in securities available for sale - 323 323 Derivatives for forward transactions 34 - 34 Total 34 323 357
Financial liabilities measured at fair value
Liabilities for bank options (370) - (370)
Note 9 – Events subsequent to the balance sheet date
a. Receipt of a Letter of Waiver from the lending banks
In continuation of the Letters of Waiver that were granted to the Company by the
landing banks as detailed in Note 6a aforementioned, on May 19, 2013, the Company
received Letters of Waiver regarding some of the financial covenants which were
determined in regard to the first quarter of 2014, as follows:
Tefron Ltd. Notes to the interim consolidated financial statements
07
Note 9 – Events subsequent to the balance sheet date (cont.)
a. Receipt of a Letter of Waiver from the lending banks (cont.)
(1) The tangible shareholders equity that is defined in the agreement with the banks will
not be less than 27.5 million dollars instead of 35 million dollars as defined in the
Letter of Amendment to the agreement with the banks as of December 24, 2010.
(2) The balance of the Company's trade receivables (less the trade receivables’ balances
for which the Company carried out factoring transactions) will not be less than 13
million dollars instead of 14 million dollars as defined in the Letter of Amendment to
the agreement with the banks as of December 24, 2010.
b. End of term of The company’s CEO
On May 19, 2013 the Company’s CEO, Mr. Amit Meridor announced on the end of his
term of office. The Board of Directors established a search committee in order to
examine candidates for the position of CEO of the Company. The committee is
expected to deliver its conclusions to the Board in the near future. Mr. Amit Meridor is
going to continue to serve as the Company’s CEO until the appointment of a new CEO