Advanced Vision Technology Ltd.

Transcription

1 Advanced Vision Technology Ltd. 9 Months Report 2015 January 1 st September 30 th 1

2 Dear Shareholder, In the first 9 months of 2015, total order bookings were $41.2 million, compared with $40.6 million in the same period last year. Total revenues for the first 9 months of 2015 amounted to $38.4 million, compared with $41.1 million in the same period last year. The first 9 months of 2015 proved to be a somewhat challenging period for the Company. Both order bookings and revenues were impacted by the exchange rate effects of the Euro against the US Dollar. The assumption that the current Euro to U.S. Dollar exchange rate will prevail was the main reason for the updated projections for the 2015 calendar year we announced during Q In the third quarter of 2015, order bookings totaled $13.9 million, equal to the same period last year. In this quarter we saw good order booking performance in Asia Pacific, and in worldwide services, as well as some important orders of our new digital inkjet solution, the JetIQ. GAAP operating income in the first 9 months of 2015 was $3.1 million, compared with $4.5 million in the same period last year. In September AVT exhibited at Label Expo Brussels the most important show for the label industry that attracted many packaging converters as well. At this show in September, we launched the Helios S Turbo, our new flagship inspection and quality control system for the Label and Narrow-Web segment. Following our announced strategic alliance with Erhart & Leimer (E+L), we introduced at the same Label Expo trade show, the new Helios EL upgrade, designed to enable E+L customers to get the latest AVT workflow and software features by upgrading their systems. We also co-launched the new SMARTSCAN with E+L, an entry level inspection solution to complement our portfolio. In the metal sheet market, we installed our first CoatScan, a new metal sheet coating solution, based on our Alliance with Quality by Vision. In the Digital area we were chosen by another major OEM to support their next generation inkjet presses and received a major order for our JetIQ solution. We continued to enhance our digital presence as we installed a second Apollo 30K system, our new solution for Folding Cartons, in the US, on an HP Indigo press. While results of the first nine months of 2015 were not as good as we had initially expected, we see a good business atmosphere in most of the relevant geographies we are active in and we have actually shipped significantly more systems in the first 9 months of this year than in last year. We are focusing our efforts on our strategic initiatives and the digital solutions, as well as our alliance with Erhardt and Leimer, and we remain optimistic about AVT's prospects. Sincerely, Jaron Lotan, President & Chief Executive Officer AVT 2

3 Financial Results For the first nine months of 2015 The following table sets forth consolidated income statement data for each of the three month and nine month periods ended September 30, 2015 and September 30, 2014 and for the year ended December 31, 2014 )in thousands of U.S. dollars): Nine months ended Three months ended Year ended Revenues 38,440 41,069 12,341 13,996 54,110 Cost of revenues 18,071 19,513 5,946 6,742 25,819 Gross profit 20,369 21,556 6,395 7,254 28,291 Gross margin in % 52.99% 52.49% 51.82% 51.83% 52.28% Operating expenses: Research and development 5,966 5,735 1,928 2,026 7,655 Selling and marketing 7,159 7,384 2,310 2,516 9,605 General and administrative 4,158 3,908 1,344 1,330 5,083 Total operating expenses 17,283 17,027 5,582 5,872 22,343 Operating income 3,086 4, ,382 5,948 Financial income (expense), net (288) 21 (62) (49) 28 Income before taxes on income 2,798 4, ,333 5,976 Taxes on income (tax benefit) (26) 1,351 Net income 2,099 3, ,359 4,625 3

4 The following table sets forth selected consolidated income statement data for each of the three month and nine month periods ended September 30, 2015 and September 30, 2014 and for the year ended December 31, 2014, expressed as a percentage of total revenues: Nine months ended Three months ended Year ended Revenues 100% 100% 100% 100% 100% Cost of revenues Gross profit Operating expenses: Research and development Selling and marketing General and administrative Total operating expenses Operating income Financial income (expense), net (0.75) 0.05 (0.50) (0.35) 0.05 Income before taxes on income Taxes on income (tax benefit) (0.19) 2.50 Net income

5 The following table sets forth selected Non-GAAP consolidated income statement data (adjusted to exclude non-cash amortization of acquired intangible assets and stock based compensation expense) for the nine month periods ended September 30, 2015 and 2014 and for the year ended December 31, 2014 (in thousands of US dollars): GAAP Adjustments Non GAAP Non GAAP Non GAAP Revenues 38,440 38,440 41,069 54,110 Cost of revenues 18, ,965 19,291 25,599 Gross profit 20, ,475 21,778 28,511 Gross margin in % 52.99% 53.26% 53.03% 52.69% Operating expenses: Research and development 5, ,919 5,692 7,595 Selling and marketing 7, ,062 7,312 9,503 General and administrative 4, ,025 3,803 4,959 Total operating expenses 17, ,006 16,807 22,057 Operating income 3, ,469 4,971 6,454 Financial income (expense), net (288) (288) Income before taxes on income 2, ,181 4,992 6,482 Taxes on income ,351 Net income 2, ,482 4,066 5,131 Revenues Revenues are derived primarily from the sale of our systems. Additional revenues are generated through the sale of support services, training and software updates to customers. Revenues in the first nine months of 2015 totaled $38.4 million, compared with $41.1 million in the first nine months of Revenues in Q totaled $12.3 million, compared with $14.0 million in Q and $13.1 million in Q The decrease in total revenues in the first nine months of 2015 compared with the same period last year is due primarily to an unfavorable impact of the Euro to the US Dollar exchange rate of approximately $3.2 million, when compared to foreign currency exchange rates last year. During the first nine months of 2015 order booking totaled $41.2 million compared with order booking of $40.6 million during the same period last year. 5

6 During Q order booking totaled $13.9 million, similar to Q and compared with Q order booking of $14.4 million. The ratio of order booking to revenues in the first nine months of 2015 was 107%. Order booking during the first nine months of 2015 reflects the negative impact of the stronger U.S. dollar in the amount of approximately $2.8 million when compared to foreign currency exchange rates during the first nine months of As of September 30, 2015 order backlog totaled $19.2 million representing an increase of 4.3% compared with the backlog balance at September 30, 2014 and an increase of 5.5% when compared to Q We estimate that 30%-40% of this backlog will materialize into revenue during Q4 2015, while the majority of the balance will materialize into revenue over the following three quarters. The following chart sets forth a breakdown of revenues by territory for each of the nine month periods ended September 30, 2015 and September 30, 2014: During the first nine months of 2015, EMEA (Europe, Middle East & Africa) generated 41% of total revenues, Americas contributed 43% of total revenues and Asia-Pacific contributed 16% of total revenues same as in the first nine months of Cost of Revenues / Gross Profit Cost of revenues includes materials, labor, manufacturing overhead and an estimation of costs associated with installation, warranty and training. It is our practice to provide a one-year warranty to the end-user. A provision, based on our experience and engineering estimates, is taken to cover costs in connection with such warranty for the 12 month period commencing at the end of installation. Gross margin in the first nine months of 2015 was 53.0% compared with 52.5% in the first nine months of Non-GAAP gross margin in the first nine months of 2015 excluding the impact of non-cash amortization of acquired intangible assets and stock-based compensation expense, was 53.3% compared with 53.0% for the same period in

7 The increase in gross margin for the first nine months of 2015 in comparison to the same period in 2014 is due primarily to final royalty payments made to the chief scientist office in Q1 14 The following table sets forth selected consolidated expense data for each of the five quarters ended , , , and expressed as a percentage of total revenue: Research and Development During the first nine months of 2015, research and development expenses were $5,966 thousand, compared with $5,735 thousand in the first nine months of Non-GAAP research and development expenses in the first nine months of 2015 (excluding stock based compensation) increased to $5,919 thousand, compared with $5,692 thousand in the first nine months of On a quarterly basis, during Q3 2015, research and development expenses were $1,928 thousand, compared with $2,026 thousand in Q and compared with $2,118 thousand in Q The increase in research and development expenses during the first nine months of 2015 compared with the same period last year is due primarily to increase in personnel and consultants partially offset by the favorable impact of the Israeli Shekel exchange rate relative to the US Dollar. Selling and Marketing During the first nine months of 2015 selling and marketing expenses were $7,159 thousand, compared with $7,384 thousand in the respective period of Non-GAAP selling and marketing expenses during the first nine months of 2015 (excluding non-cash amortization of acquired intangible assets and stock based compensation expense) were $7,062 thousand, compared with $7,312 thousand in the respective period of On a quarterly basis, during Q3 2015, selling and marketing expenses were $2,310 thousand, compared with $2,516 thousand in Q and compared with $2,501 thousand in Q

8 The decrease compared with the same period last year is attributable primarily to the favorable impact of the Israeli Shekel exchange rate relative to the US Dollar partially offset by increased marketing activities and an increase in personnel costs. General and Administrative During the first nine months of 2015 general and administrative expenses were $4,158 thousand, compared with $3,908 thousand in the first nine months of Non-GAAP general and administrative expenses in the first nine months of 2015 (excluding stock based compensation expense) were $4,025 thousand, compared with $3,803 thousand in the first nine months of The increase compared with same period last year is mainly attributable to legal costs related to the agreement with Erhardt + Leimer GmbH ( E+L ) which was signed on July 2, 2015, and which was partially offset by the favorable impact of the Israeli Shekel exchange rate relative to the US Dollar. On a quarterly basis, during Q general and administrative expenses were $1,344 thousand, compared with $1,330 thousand in Q and compared with $1,579 in Q The decrease compared with Q is due primarily to legal costs related to the agreement with E+L in Q Stock-Based Compensation Starting in January 1, 2006 we record based on ASC 718 share-based payments as expenses based on their fair value at the grant date. The compensation is recorded over the requisite service period. The measurement of the benefit is based on the Monte Carlo simulation. Total stock-based compensation expense recorded during the first nine months of 2015 was $256 thousand compared with $203 thousand in the first nine months of Operating and Net Income Net income for the nine months ended September 30, 2015 was $2,099 thousand or diluted earnings of $ per share compared with net income of $3,624 thousand or diluted earnings of $0.59 per share for the same period in Non-GAAP net income for the nine months ended September 30, 2015 (excluding non-cash amortization of acquired intangible assets, stock-based compensation expense), was $2,482 thousand compared with $4,066 thousand for the same period in Non-GAAP operating income during the first nine months of 2015 excluding all expense items cited above was $3,469 thousand compared with $4,971 thousand in the first nine months of The decrease in Non- GAAP operating income is primarily due to lower revenue in the first nine months of 2015 which was highly impacted by the unfavorable Euro to US Dollar exchange rate and slightly higher operating expenses. Consolidated operating expenses were 45.0% of revenues in the first nine months of 2015 compared with 41.5% in the first nine months of Consolidated Non-GAAP operating margin was 9.0% of revenues in the first nine months of 2015 compared with 12.1% in the first nine months of EBITDA excluding stock-based compensation expense in the first nine months of 2015 was $3,780 thousand 8

9 as compared with income of $5,251 thousand in the first nine months of On a quarterly basis, operating income during Q was $813 thousand compared with $1,382 thousand in Q and with $887 thousand in Q The decrease in operating income is primarily due to lower revenue in Q which was highly impacted by the unfavorable Euro to US Dollar exchange rate offset by slightly lower operating expenses. Financial Income (Expense), net Financial income is comprised of interest income from bank deposits less bank fees and exchange rate differences. Net financial expense during the first nine months of 2015 was $288 thousand compared with net financial income of $21 thousand in the first nine months of Financial income for the first nine months of 2015 was $83 thousand compared to $97 thousand for the first nine months of An additional net expense of $371 thousand was generated primarily from exchange rate differences and some bank charges, compared with expenses of $76 thousand for the same period in On a quarterly basis, net financial expense during Q was $62 thousand compared with net financial expense of $49 thousand in Q and compared with net expenses of $ 28 thousand in Q Taxes We operate within multiple taxing jurisdictions and are subject to audit in those jurisdictions. In our opinion, an adequate asset and provision for income taxes has been made in the financial statements. This asset and provision takes into consideration potential tax liability in Israel and other jurisdictions. The Company has in the past benefitted from and continues to benefit from certain Israeli government programs and tax legislation, particularly as a result of the status of a significant portion of the Company s existing production facilities in Israel under the Law for the Encouragement of Capital Investments, 1959 (the Investment Law ). According to an amendment to the Investment Law, effective as of August 5, 2013, (the Amendment ), income derived by Preferred Companies from Preferred Enterprises, referred to as Preferred Income, is subject to a uniform tax rate of 16% in 2014 and thereafter (or 9%, in areas designated as Development Zone A). Pursuant to the Amendment, the Company has irrevocably elected to implement the Amendment with respect to its previous Approved and Privileged Enterprises so that income derived therefrom is now treated as Preferred Income. As of January 1, 2014, dividends distributed from Preferred Income would subject the recipient to a 20% tax (or lower, if so provided under an applicable tax treaty), which would generally be withheld by the distributing company. Liquidity and Capital Resources As of September 30, 2015 our total current assets were $38.9 million, including a cash and financial investment balance of $17.7 million compared with cash and financial investments of $25.2 million as of September 30, 2014 and compared with $26.2 million as of December 31, During the first nine months of 2015, $168 thousand were provided by operating activities compared with $4,016 thousand provided by operating activities during the same period in

10 The decrease in cash generated from operating activities is due partially to the lower operating income, the increase in the trade receivable balance, an increase in other receivables and the increase in inventories. Some of the accounts receivable attributed to transactions with certain large customers with longer payment terms during the first nine months of 2015 were collected during Q and the rest are expected to be collected during Q4 of The increase in inventories is attributed to shipments which were expected to be shipped in Q and got pushed to Q The increase in other receivables is attributed to delays in receipts of VAT refunds from the tax authorities which are expected to be received in Q Consequently DSO in accounts receivable at the end of Q were 74 days compared with 62 days at the end of Q3 2014, 77 days at the end of Q and 55 days as of December 31, Our net capital expenditures on fixed assets were $436 thousand in the first nine months of 2015, compared with $216 thousand in the respective period of On July 2, 2015, AVT and E+L signed a purchase agreement ( the agreement ) and a cooperation agreement regarding a strategic alliance for the printing and converting industries. E+L is a leader in web guiding, web viewing and web tension control. This agreement will broaden the product portfolios and strengthen services for customers of AVT and E+L, through solutions based on the two companies combined experience and technological skills. The consideration for the acquisition of the inspection activity of E+L purchased pursuant to the agreement consisted of an initial cash payment of $2,353 thousand upon closing and additional variable earn-out payments over the next 4 years which are calculated based on future sales of certain products over a base amount. The Company evaluates the present fair value of these future earn-out payments at $1,404 thousand. This balance is recorded under current liabilities and long-term liability. The acquisition has been accounted for using the purchase method of accounting in accordance with ASC 805 "Business Combinations". Based on a preliminarily purchase price allocation study, prepared by an independent third party, a total of $1,813 thousand was allocated to technology and $400 thousand to customer relationship and trade name. The excess of the purchase price over the aggregated fair value of the intangible assets, in the amount of $1,544 thousand, was allocated to goodwill. The goodwill arising on acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and the acquiree. The intangible assets, other than goodwill, are presently being amortized on a straight-line basis primarily over a period of 6.5 years, which reflects the anticipated economic benefit from these assets. The goodwill and other intangible assets created in the acquisition are deductible for tax purposes. The purchase price allocation is preliminary pending the completion of the valuation analysis. Effective October, 2014, the District Court in Tel Aviv, Israel, approved the company's request to allow the reduction of its capital by up to US$12 million, after the Israeli Tax Authority informed the District Court that it does not object to the ruling. Therefore, per applicable Israeli law, the board of directors of the company may opt to declare dividends and/or adopt a share buy-back program, which will consume up to an aggregate of US$12 million of the company's capital. On March 18, 2015, the board of directors resolved to distribute an extra-ordinary gross dividend of $1.0 per share which was paid on April 2, 2015, in the total amount of $6.1 million. 10

11 Employees Our employees are our most valuable asset, driving our commitment to technological leadership and outstanding customer support. Our team repeatedly demonstrates our vision, and has the motivation, innovation and commitment to customer satisfaction that are the key ingredients for growth. As of September 30, 2015, 226 people were employed by AVT worldwide compared with 217 employees on December 31, 2014 and 221 employees on September 30, The breakdown of employees by function is as follows: General & Administrative 13% R&D 24% Customer Support 26% Selling & Marketing 20% Operations & Manufacturing 17% Our employees are based in the following geographies 11

12 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 IN U.S. DOLLARS UNAUDITED INDEX Page Independent Auditors' Review Report 13 Consolidated Balance Sheets Consolidated Statements of Income 16 Consolidated Statements of Comprehensive Income 17 Consolidated Statements of Changes in Shareholders' Equity 18 Consolidated Statements of Cash Flows 19 Notes to Consolidated Financial Statements

13 Kost Forer Gabbay & Kasierer 3 Aminadav St. Tel-Aviv , Israel Tel: Fax: ey.com Independent Auditors' Review Report The Board of Directors Advanced Vision Technology (A.V.T.) Ltd. We have reviewed the condensed consolidated financial information of Advanced Vision Technology (A.V.T.) Ltd. and its subsidiaries, (the "Company") which comprise the condensed consolidated balance sheet as of September 30, 2015, and the related condensed consolidated statements of income and statements of comprehensive income for the nine-month and three-month periods ended September 30, 2015 and 2014, and the condensed consolidated statement of changes in shareholders' equity for the nine-month period ended September 30, 2015 and the condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2015 and Management s Responsibility for the Financial Information Management is responsible for the preparation and fair presentation of the condensed financial information in conformity with U.S. generally accepted accounting principles; this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in conformity with U.S. generally accepted accounting principles. Auditors' Responsibility Our responsibility is to conduct our reviews in accordance with auditing standards generally accepted in the United States applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is the expression of an opinion regarding the financial information. Accordingly, we do not express such an opinion. Conclusion Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial information referred to above for it to be in conformity with U.S. generally accepted accounting principles. Report on Condensed Consolidated Financial Statements as of December 31, 2014 and for the year then ended We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of the Company as of December 31, 2014, and the related consolidated statements of comprehensive income, changes in shareholders equity, and cash flows for the year then ended; and we expressed an unmodified audit opinion on those consolidated financial statements in our report dated March 18, In our opinion, the accompanying condensed consolidated financial statements of the Company as of December 31, 2014, and for the year then ended are consistent, in all material respects, with the consolidated financial statements from which they have been derived. Tel-Aviv, Israel November 10, 2015 KOST FORER GABBAY & KASIERER A Member of Ernst & Young Global 13

14 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands ASSETS September 30, December 31, Unaudited CURRENT ASSETS: Cash and cash equivalents $ 6,712 $ 15,048 Short-term deposits 11,020 11,168 Trade receivables 10,011 8,170 Inventories 6,685 6,077 Other accounts receivable and prepaid expenses 4,496 3,740 Total current assets 38,924 44,203 LONG-TERM ASSETS: Deferred income taxes 2,081 2,233 Severance pay fund 2,603 2,811 Total long-term assets 4,684 5,044 PROPERTY AND EQUIPMENT, NET 1,394 1,269 INTANGIBLE ASSETS, NET 2, GOODWILL 1,544 - Total assets $ 48,745 $ 50,629 The accompanying notes are an integral part of the interim consolidated financial statements. 14

15 CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES LIABILITIES AND SHAREHOLDERS' EQUITY September 30, December 31, Unaudited CURRENT LIABILITIES: Trade payables $ 2,450 $ 3,110 Employees and payroll accruals 2,768 2,696 Customer advances and deferred revenues 2,417 2,690 Accrued expenses and other liabilities 6,597 5,029 Total current liabilities 14,232 13,525 LONG-TEM LIABILITIES: Accrued severance pay 3,917 4,186 Other liability 1,178 - Total long-term liabilities 5,095 4,186 SHAREHOLDERS' EQUITY: Share capital: Ordinary shares of New Israeli Shekels (NIS) 2 par value: 15,000,000 shares authorized at September 30, 2015 and December 31, 2014; 6,900,412 and 6,857,480 shares issued at September 30, 2015 and December 31, 2014, respectively; 6,081,290 and 6,038,358 shares outstanding at September 30, 2015 and December 31, 2014, respectively 3,736 3,714 Additional paid-in capital 65,589 65,150 Treasury shares at cost - 819,122 shares as of September 30, 2015 and December 31, 2014 (6,902) (6,902) Accumulated deficit (33,005) (29,044) Total shareholders' equity 29,418 32,918 Total liabilities and shareholders' equity $ 48,745 $ 50,629 The accompanying notes are an integral part of the interim consolidated financial statements. November 10,2015 Date of approval of the financial statements Jaron Lotan CEO Udi Bar Sela CFO 15

16 CONSOLIDATED STATEMENTS OF INCOME U.S. dollars in thousands (except share and per share data) ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES Nine months ended Three months ended Year ended September 30, September 30, December 31, Unaudited Audited Revenues $ 38,440 $ 41,069 $ 12,341 $ 13,996 $ 54,110 Cost of revenues 18,071 19,513 5,946 6,742 25,819 Gross profit 20,369 21,556 6,395 7,254 28,291 Operating expenses: Research and development 5,966 5,735 1,928 2,026 7,655 Selling and marketing 7,159 7,384 2,310 2,516 9,605 General and administrative 4,158 3,908 1,344 1,330 5,083 Total operating expenses 17,283 17,027 5,582 5,872 22,343 Operating income 3,086 4, ,382 5,948 Financial income (expense), net (288) 21 (62) (49) 28 Income before taxes on income 2,798 4, ,333 5,976 Taxes on income (tax benefit) (26) 1,351 Net income $ 2,099 $ 3,624 $ 575 $ 1,359 $ 4,625 Basic earnings per ordinary share $ 0.35 $ 0.61 $ 0.09 $ 0.23 $ 0.77 Diluted earnings per ordinary share $ 0.34 $ 0.59 $ 0.09 $ 0.22 $ 0.76 The accompanying notes are an integral part of the interim consolidated financial statements. 16

17 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME U.S. dollars in thousands ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES Nine months ended Three months ended Year ended September 30, September 30, December 31, Unaudited Audited Net income $ 2,099 $ 3,624 $ 575 $ 1,359 $ 4,625 Other comprehensive income: Reclassification to statement of income (39) Unrealized loss on foreign currency cash flow hedge - - (101) - - Total comprehensive income $ 2,099 $ 3,624 $ 435 $ 1,359 $ 4,625 The accompanying notes are an integral part of the interim consolidated financial statements. 17

18 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY U.S. dollars in thousands Share capital Additional paid-in capital Treasury shares Accumulated deficit Total shareholders' equity Balance as of January 1, 2014 $ 3,602 $ 64,099 $ (6,902) $ (27,696) $ 33,103 Issuance of shares upon exercise of options Stock-based compensation related to options granted to employees Dividend paid to shareholders (5,973) (5,973) Net income ,625 4,625 Balance as of December 31, ,714 65,150 (6,902) (29,044) 32,918 Issuance of shares upon exercise of options Stock-based compensation related to options granted to employees Dividend paid to shareholders (6,060) (6,060) Net income ,099 2,099 Balance as of September 30, 2015 (unaudited) $ 3,736 $ 65,589 $ (6,902) $ (33,005) $ 29,418 The accompanying notes are an integral part of the interim consolidated financial statements. 18

19 CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES Nine months ended September 30, Year ended December 31, Unaudited Audited Cash flows from operating activities: Net income $ 2,099 $ 3,624 $ 4,625 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation related to options granted to employees Depreciation of property and equipment Amortization of intangible assets Revaluation of short-term deposits 8 69 (233) Decrease (increase) in trade receivables, net (1,841) (1,313) 124 Increase in inventories (608) (80) (483) Increase in other accounts receivable and prepaid expenses (756) (234) (396) Decrease in deferred income taxes, net Increase (decrease) in trade payables (660) 800 1,207 Increase in employees and payroll accruals Decrease in customer advances and deferred revenues (273) (93) (923) Increase in accrued expenses and other liabilities 1, Increase (decrease) in accrued severance pay, net (61) 39 (110) Net cash provided by operating activities 168 4,016 5,229 Cash flows from investing activities: Investment in short-term deposit - (8,040) (40) Proceeds from maturity of short-term deposit 140 4,000 3,000 Purchase of property and equipment (436) (216) (457) Acquisition of inspection activity (2,353) - - Net cash provided by (used-in) investing activities (2,649) (4,256) 2,503 Cash flows from financing activities: Dividend paid to shareholders (6,060) (5,973) (5,973) Proceeds from exercise of options granted to employees Net cash used-in financing activities (5,855) (5,120) (5,062) Increase (decrease) in cash and cash equivalents (8,336) (5,360) 2,670 Cash and cash equivalents at the beginning of the period 15,048 12,378 12,378 Cash and cash equivalents at the end of the period $ 6,712 $ 7,018 $ 15,048 Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ 456 $ 1,614 $ 1,748 Non cash transactions: Earn-out payment obligations incurred as part of the acquisition of the inspection activity $ 1,404 $ - $ - The accompanying notes are an integral part of the interim consolidated financial statements. 19

20 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands NOTE 1: GENERAL Advanced Vision Technology (A.V.T.) Ltd. ("A.V.T.") and its wholly-owned subsidiaries ("the Company") design, develop, manufacture, market and support an advanced video-based print inspection system that automatically detects defects in various types of printing processes as well as closed loop color control (CLC) systems, color management and reporting software, and remote digital ink fountain control systems to leading commercial printers and press manufacturers worldwide. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2014 are applied consistently in these financial statements. Derivative Instruments Starting 2015, the Company entered into foreign currency options to hedge a portion of the exposure to the variability in expected future cash flows resulting from changes in related foreign currency exchange rates between the New Israeli Shekel ( NIS ) and the U.S. Dollar. These transactions are designated as cash flow hedges, as defined by Accounting Standards Codification ( ASC ) Topic 815, Derivatives and Hedging. ASC Topic 815 requires that the Company recognize derivative instruments as either assets or liabilities in its balance sheet at fair value. These contracts are Level 2 fair value measurements in accordance with ASC Topic 820, Fair Value Measurements and Disclosures. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss), net of taxes, and reclassified into earnings (various operating expenses) in the same period or periods during which the hedged transaction affects earnings. The Company's cash flow hedging strategy is to hedge against the risk of overall changes in cash flows resulting from certain forecasted foreign currency salary and related payments during the next six months. The Company hedge portions of its forecasted expenses denominated in the NIS with a single counterparty using foreign currency options. In the three month ended September 30, 2015 the Company recorded in other comprehensive income an unrealized loss of foreign currency cash flow hedges in the amount of $

21 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (cont.) Business combinations The Company accounted for business combinations in accordance with ASC No. 805, "Business Combinations" which requires allocating the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed at fair value as of the acquisition date. The ASC also requires the estimation of fair value of potential contingent consideration at the acquisition date and restructuring and acquisition-related costs to be expensed as incurred. Goodwill Goodwill reflects the excess of the purchase price of business acquired over the fair value of net assets acquired. Under ASC No. 350, Intangibles Goodwill and other ( ASC No. 350 ), goodwill is not amortized but instead is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Company operates in one operating segment and this segment comprises the only reporting unit. The Company tests goodwill using the two-step process in accordance with ASC No The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be performed; otherwise, no further step is required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. 21

22 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (cont.) Fair value of financial instruments The Company applies ASC No. 820, pursuant to which fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the exit price ) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. ASC No. 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows: Level 1 - Level 2 - Level 3 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, trade payables, employees and payroll accruals, accrued expenses and other current liabilities approximate their fair values due to the short-term maturity of these instruments. The contingent consideration arising from the business combination is considered as level 3. 22

23 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands (except share and per share data) NOTE 3: UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles relating to condensed interim financial information. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report for the year ended December 31, NOTE 4: SHAREHOLDERS EQUITY On March 18, 2015, the board of directors resolved to distribute an extra-ordinary dividend of $1.0 per share which was paid on April 2, NOTE 5: BUSINESS COMBINATION On July 2, 2015, AVT and Erhardt + Leimer GmbH ( E+L ) signed a purchase agreement ( the agreement ) and a cooperation agreement regarding a strategic alliance for the printing and converting industries. E+L is a leader in web guiding, web viewing and web tension control. This agreement will broaden the product portfolios and strengthen services for customers of AVT and E+L, through solutions based on the two companies combined experience and technological skills. The consideration for the acquisition of the inspection activity of E+L purchased pursuant to the agreement consisted of an initial cash payment of $2,353 upon closing and additional variable earn-out payments (contingent consideration) over the next 4 years which are calculated based on future sales of certain products over a base amount. The Company evaluates the present fair value of these future earn-out payments at $1,404 thousand. This balance is recorded under current liabilities and long-term liability. Acquisition cost in the amount of $211 were expensed. 23

24 ADVANCED VISION TECHNOLOGY (A.V.T.) LTD. AND ITS SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS U.S. dollars in thousands NOTE 5: BUSINESS COMBINATION (cont.) The acquisition has been accounted for using the purchase method of accounting in accordance with ASC 805 "Business Combinations". Based on a preliminary purchase price allocation study, prepared by an independent third party, a total of $1,813 was allocated to technology and $400 to customer relationship and trade name. The excess of the purchase price over the aggregated fair value of the intangible assets, in the amount of $1,544 was allocated to goodwill. The goodwill arising on acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and the acquiree. The intangible assets, other than goodwill, are presently being amortized on a straightline basis primarily over a period of 6.5 years which reflects the anticipated economic benefit from these assets. The goodwill and other intangible assets created in the acquisition are deductible for tax purposes. The purchase price allocation is preliminary pending the completion of the valuation analysis. Had the acquisition of the inspection activity occurred at the beginning of 2015, the effect on the proforma combined revenues and earnings of the Company and the inspection activity would have been immaterial