| INVESTMENTS IN COMPANIES ACCOUNTED FOR AT EQUITY |
Note 9:-
Investments in companies accounted for at equity
The following table summarizes
the Group’s investments in companies accounted for at equity:
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| TSG (Joint venture) | |
$ | 33,882 | | |
$ | 20,453 | |
| Other Investments accounted for at equity | |
| 13,691 | | |
| 17,185 | |
| Other investments held by subsidiaries | |
| 1,335 | | |
| 1,558 | |
| | |
| | | |
| | |
| | |
$ | 48,908 | | |
$ | 39,196 | |
Investment in TSG
The Company holds directly a 37.33% share interest in the issued and
outstanding share capital of TSG, a joint venture engaged in the fields of command-and-control systems, intelligence, homeland security
and cyber security. The Company’s investment in TSG is reflected in the consolidated financial statements using the equity method
of accounting. At the acquisition date the Company attributed an amount of $2,140 to a separate component of dividend preference derivative.
The dividend preference derivative is presented in accordance with the amount determined in the shareholders’ agreement prior to
the company’s initial public offering held on August 1, 2024 and is presented in the consolidated statements of financial position
under long-term investments and receivables. On August 1, 2024, TSG completed its initial public offering (IPO) pursuant to a prospectus
and became a public company, as defined in the Israeli Companies Law, 5759–1999. The Company’s shares are traded on the Tel
Aviv Stock Exchange (TASE). As part of the IPO, TSG issued 338,500 new ordinary shares at a price of NIS 183.25 per share, for total gross
proceeds of approximately NIS 62 million. The total issuance costs amounted to approximately NIS 5.3 million. As a result of the IPO the
company recognized a capital gain of approximately $4.1 million.
On October 29, 2025, the Board of Directors of
TSG approved a capital raising through a private placement to several investors in the amount of approximately NIS 103,500 thousand (approximately
$31,300 thousand), as well as an additional capital raise of approximately NIS 64,500 thousand (approximately $19,500 thousand), subject
to the exercise of options granted to investors in the same financing round. For information regarding an additional financing round of
TSG subsequent to the end of the reporting period, see Note 26 Subsequent events.
| a. | The following table summarizes the balances related to the Company’s investment in TSG in the consolidated
statements of financial position: |
| |
|
December 31, |
|
| |
|
2025 |
|
|
2024 |
|
| Investments in companies accounted for at equity method |
|
|
|
|
|
|
| Shares |
|
$ |
33,882 |
|
|
$ |
20,453 |
|
| Long-term investments and receivables |
|
|
|
|
|
|
|
|
| Dividend preference |
|
$ |
3,512 |
|
|
$ |
3,652 |
|
| b. | The following table summarizes the changes in the fair value of TSG’s dividend preference derivative: |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Opening balance | |
$ | 3,652 | | |
$ | 3,000 | |
| Increase in fair value recognized in profit or loss | |
| - | | |
| 67 | |
| Other income | |
| - | | |
| 590 | |
| Dividend | |
| (577 | ) | |
| - | |
| Currency exchange rate in other comprehensive income (loss) | |
| 437 | | |
| (5 | ) |
| Closing balance | |
$ | 3,512 | | |
$ | 3,652 | |
| c. | The following table summarizes the changes in the carrying amount of the Company’s investment in
TSG: |
| January 1, 2023 | |
$ | 19,459 | |
| | |
| | |
| Company’s share of profit | |
| 686 | |
| Company’s share of other comprehensive income (loss) | |
| (575 | ) |
| Adjustments arising from translating financial statements from functional currency to presentation currency | |
| (572 | ) |
| December 31, 2023 | |
$ | 18,998 | |
| Company’s share of profit | |
| 701 | |
| Company’s share of other comprehensive income (loss) | |
| (1,964 | ) |
| Capital gain realized from issuance of shares | |
| 4,141 | |
| Capital note conversion | |
| (1,352 | ) |
| Adjustments arising from translating financial statements from functional currency to presentation currency | |
| (71 | ) |
| December 31, 2024 | |
$ | 20,453 | |
| Company’s share of profit | |
| 1,557 | |
| Company’s share of other comprehensive income (loss) | |
| 101 | |
| Capital gain realized from issuance of shares and options | |
| 9,220 | |
| Dividend | |
| (577 | ) |
| Adjustments arising from translating financial statements from functional currency to presentation currency | |
| 3,128 | |
| December 31, 2025 | |
$ | 33,882 | |
| d. | Summarized financial data of joint venture or investment: |
| (i) | Summarized statements of financial position of TSG as of December 31, 2025 and 2024: |
| | |
| |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Current assets | |
$ | 102,293 | | |
$ | 64,853 | |
| Non-current assets | |
| 108,131 | | |
| 79,473 | |
| Current liabilities | |
| (64,710 | ) | |
| (40,853 | ) |
| Non-current liabilities | |
| (56,941 | ) | |
| (59,236 | ) |
| Net assets | |
| 88,773 | | |
$ | 44,237 | |
| Accumulated cost of share-based payment | |
| (5,676 | ) | |
| (4,293 | ) |
| Total equity attributed to shareholders | |
$ | 83,097 | | |
$ | 39,944 | |
| | |
| 37.33 | % | |
| 42.71 | % |
| Share of equity in TSG | |
| 31,020 | | |
| 17,060 | |
| Excess of fair value over carrying amount | |
| 2,862 | | |
| 3,393 | |
| Total investment carrying amount | |
$ | 33,882 | | |
$ | 20,453 | |
| (ii) | Summarized operating results of TSG for the years ended December 31, 2025, 2024 and 2023: |
| | |
Year ended December 31, | |
| | |
2025 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 125,851 | | |
$ | 87,102 | | |
$ | 79,449 | |
| Net income | |
| 5,632 | | |
| 3,028 | | |
| 2,587 | |
| Other comprehensive income | |
| 270 | | |
| 999 | | |
| 1,236 | |
| | |
| | | |
| | | |
| | |
| Total comprehensive income | |
$ | 5,902 | | |
$ | 4,027 | | |
$ | 3,823 | |
| | |
| | | |
| | | |
| | |
| Company’s share in TSG | |
| 37.33 | % | |
| 42.71 | % | |
| 50 | % |
| | |
| 2,203 | | |
| 1,720 | | |
| 1,912 | |
| Amortization of excess cost of intangible assets net of tax | |
| (545 | ) | |
| (523 | ) | |
| (608 | ) |
| Company’s share of total comprehensive income | |
$ | 1,658 | | |
$ | 1,197 | | |
$ | 1,304 | |
| | |
| | | |
| | | |
| | |
| Company’s share of other comprehensive income | |
| 101 | | |
| 496 | | |
| 618 | |
| Company’s share of profit | |
| 1,557 | | |
| 701 | | |
| 686 | |
| | |
$ | 1,658 | | |
$ | 1,197 | | |
$ | 1,304 | |
Other Investments accounted
for at equity
On September 4, 2024, the company
acquired 21.45% share interest in the issued and outstanding share capital of the investee. The consideration for the acquisition was
approximately NIS 56.8 million, equivalent to approximately $15,252.
The Company’s investment is reflected in the consolidated financial statements using the equity method of accounting.
| e. | The following table summarizes the balances related to the Company’s Other Investments accounted
for at equity in the consolidated statements of financial position: |
| | |
December
31, | |
| | |
2025 | | |
2024 | |
| Investments in companies accounted for at equity method | |
| | |
| |
| Shares | |
$ | 13,691 | | |
$ | 17,185 | |
| f. | The following table summarizes the changes in the carrying amount of the Company’s Other Investments
accounted for at equity in the consolidated statements of financial position: |
| Acquisition | |
| 15,323 | |
| Company’s share of profit | |
| 1,617 | |
| Adjustments arising from translating financial statements from functional currency to presentation currency | |
| 245 | |
| December 31, 2024 | |
$ | 17,185 | |
| Company’s share of profit | |
| 2,443 | |
| Dividend | |
| (5,363 | ) |
| Adjustments arising from translating financial statements from functional currency to presentation currency | |
| (574 | ) |
| December 31, 2025 | |
$ | 13,691 | |
| g. | Summarized financial data of joint venture: |
| (iii) | Summarized statements of financial position of other Investments accounted for at equity as of December
31, 2025 and 2024: |
| | |
December 31, | |
| | |
2025 | | |
2024 | |
| Current assets | |
$ | 81,166 | | |
$ | 84,796 | |
| Non-current assets | |
| 1,256 | | |
| 597 | |
| Current liabilities | |
| (44,607 | ) | |
| (45,763 | ) |
| Non-current liabilities | |
| (282 | ) | |
| (186 | ) |
| Net assets | |
$ | 37,533 | | |
$ | 39,444 | |
| Accumulated cost of share-based payment | |
| (3,949 | ) | |
| - | |
| Total equity attributed to shareholders | |
$ | 33,584 | | |
$ | 39,444 | |
| | |
| 21.45 | % | |
| 21.45 | % |
| Share of equity | |
| 7,204 | | |
| 8,461 | |
| Excess of fair value over carrying amount | |
| 6,487 | | |
| 8,724 | |
| Total investment carrying amount | |
$ | 13,691 | | |
$ | 17,185 | |
| (iv) | Summarized operating results of other Investments accounted for at equity for the years ended December
31, 2025 and 2024: |
| | |
Year ended
December 31, | | |
For the
period starting
September, 4
2024
and ended
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
| |
| Revenues | |
$ | 248,100 | | |
$ | 87,623 | |
| Net income | |
| 21,194 | | |
| 10,791 | |
| | |
| | | |
| | |
| Net income | |
$ | 21,194 | | |
$ | 10,791 | |
| | |
| | | |
| | |
| Company’s share | |
| 21.45 | % | |
| 21.45 | % |
| | |
| 4,546 | | |
| 2,315 | |
| Amortization of excess cost of intangible assets net of tax | |
| (2,103 | ) | |
| (697 | ) |
| Company’s share of profit | |
$ | 2,443 | | |
$ | 1,617 | |
| | |
| | | |
| | |
| Company’s share of profit | |
| 2,443 | | |
| 1,617 | |
| | |
$ | 2,443 | | |
$ | 1,617 | |
|