Exhibit 99.1

 

OCEAN PARTNERS Y.O.D.M LTD.

 

FINANCIAL STATEMENTS

 

AS OF DECEMBER 31, 2019

 

 

OCEAN PARTNERS Y.O.D.M LTD.

 

FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2019

 

INDEX TO FINANCIAL STATEMENTS

 

	Page
Report of Independent Auditors	2
Statements of the Financial Position	3
Statements of Operations	4
Statements of Changes in Stockholders’ Equity	5
Notes to the Financial Statements	6-11

 

 

REPORT OF INDEPENDENT AUDITORS

 

TO THE SHAREHOLDERS OF

 

Ocean Partners Y.O.D.M Ltd.

 

We have audited the accompanying balance sheets of Ocean Partners Y.O.D.M Ltd. (hereinafter: “the Company”) as of December 31, 2019 and 2018 and the related statements of operations and statements of changes in stockholders’ equity for each of the years then ended. These financial statements are the responsibility of the board of directors and management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with generally accepted auditing standards in Israel, including those prescribed by the Israeli Auditors’ Regulations (Mode of Performance), 1973. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the board of directors and by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, the results of its operations and its equity for each of the years then ended in conformity with accounting principles generally accepted in Israel (Israeli GAAP).

 

Jerusalem, Israel

March 26, 2020

 

 

 

OCEAN PARTNERS Y.O.D.M LTD.

STATEMENTS OF FINANCIAL POSITION

(In NIS)

 

				December 31,				December 31,
		Note		2019				2018
ASSETS
Current Assets
Cash and cash equivalents					341,244				359,948
Short-term bank deposits		3			40,738				270,989
Trade receivables					138,988				212,023
Accounts receivable		4			130,643				59,501
					651,613				902,461
Non-Current Assets
Fixed assets, net		5			120,271				134,847
					771,884				1,037,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade payables					41,818				45,552
Accounts payable		6			83,498				179,232
					125,316				224,784
STOCKHOLDERS’ EQUITY
Share capital		7			10				10
Additional paid-in capital					869,990				869.,990
Accumulated deficit					(223,432	)			(57,476	)
					646,568				812,524
					771,884				1,037,308

 

The accompanying notes are an integral part of the financial statements.

 

March 26, 2020
Date of Approval of Financial Statements		Chairman of the Board of Directors

 

 

OCEAN PARTNERS Y.O.D.M LTD.

STATEMENTS OF OPERATIONS

(In NIS)

 

				For the Year Ended December 31,
		Note		2019				2018
Revenues from management fees					2,069,402				3,346,421
Operating costs		9			1,368,445				1,912,626
General and administrative costs		10			918,645				1,292,372
Operating profit (loss)					(217,688	)			141,423
Financing expenses, net					(3,268	)			(6,599	)
Operating profit (loss) prior to taxes on income					(220,956	)			134,824
Taxes on Income					55,000				-
Net profit (loss) for the year					(165,956	)			134,824

 

The accompanying notes are an integral part of the financial statements.

 

 

OCEAN PARTNERS Y.O.D.M LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In NIS)

 

		Share				Additional Paid-in				Accumulated				Total Stockholders’
		Capital				Capital				Deficit				Equity
Balance as of January 1, 2018			10				869,990				(192,300	)			677,700
Net income for the year			-				-				134,824				134,824
Balance as of December 31, 2018			10				869,990				(57,476	)			812,524
Loss for the year			-				-				(165,956	)			(165,956	)
Balance as of December 31, 2019			10				869,990				(223,432	)			646,568

 

The accompanying notes are an integral part of the financial statements.

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 1 - GENERAL

 

Ocean Partners Y.O.D.M Ltd. (hereinafter: the “Company”) was established in August 2014. The Company engages in investment consultation, marketing of investments and portfolio management.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

The financial statements have been prepared in accordance with generally accepted accounting principles in Israel (“Israeli. GAAP”).

 

A.

Cash and cash equivalents

 

The Company considers all highly liquid investments, which include short-term bank deposits that are not restricted as to withdrawal or use, and short-term debentures, with original periods to maturity not exceeding three months, to be cash equivalents.

 

B.

Short-term Deposits

 

Deposits in banks for short periods, with initial time not in excess of three months from investment date.

 

C.

Financial instruments

 

The carrying amounts reported in the balance sheets for cash and cash equivalents, the bank deposit, account receivables, other current assets, suppliers, accounts payable and checks for cashing and accumulated expenses approximate their fair market value.

 

D.

Fixed assets

 

Fixed assets are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets based on rates recognized for deductions by the Income Tax Authorities.

 

E.

Revenue recognition

 

The Company reports its revenues from services upon actual performance of the service.

 

F.

Use of Estimates in Preparation of Financial Statements

 

The preparation of consolidated financial statements in conformity with U.S. GAAP accounting principles requires management to make estimates and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

G.

Changes in the purchasing power of the Israeli currency

 

These financial statements are prepared on the basis of “historical” cost without considering the changes that occurred in the purchasing power of the Israeli currency. During the reported year, the Consumer Price Index (CPI) decreased by 0.2% as compared with the prior year, when there was an increase of 0.8%.

 

H.

Statement of cash flows

 

These financial statements do not contain a statement of cash flows since it would not add significant financial information to what is contained in these financial statements.

 

I.

Bookkeeping services

 

The Company receives bookkeeping services from the accounting firm that audits its financial statements.

 

NOTE 3 - SHORT-TERM DEPOSITS

 

		December 31,
		2019				2018
Deposit in bank (*)			-				238,187
Trust account (**)			40,738				32,802
			40,738				270,989

 

	(*)	See notes 8A and 8D in regard to a charge placed on the deposit account.
	(**)	In order to guarantee the Company’s liability in accordance with the Standards for Transactions in regard to Financial Consultation in regard to Securities, Marketing of Investments and Managing Portfolios (Net Worth and Insurance), 2000, the trust account is held in Leumi Bank in the name of an attorney.

 

NOTE 4 - ACCOUNTS RECEIVABLE

 

		December 31,
		2019				2018
Prepaid expenses			69,943				24,000
Income taxes			5,700				35,501
Deferred taxes			55,000				-
			130,643				59,501

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 5 - FURNITURE AND FIXTURES, NET

 

						Furniture and
		Computers				Equipment				Total
A. Cost:
Balance as of January 1, 2019			45,311				132,766				178,077
Additions during the year			2,285				-				2,285
Balance as of December 31, 2019			47,596				132,766				180,362
Accumulated depreciation:
Balance as of January 1, 2019			(34,204	)			(9,025	)			(43,229	)
Additions during the year			(7,287	)			(9,575	)			(16,862	)
Balance as of December 31, 2019			(41,491	)			(18,600	)			(60,091	)
Fixed assets, net as of December 31, 2019			6,105				114,166				120,271
Fixed assets, net as of December 31, 2018			11,747				123,100				134,847
B. Depreciation rates			33	%			6%-33%

 

NOTE 6 - ACCOUNTS PAYABLE

 

		December 31,
		2019				2018
Expenses payable			55,869				118,876
Institutions			10,535				26,230
Salaries and related items			17,094				34,126
			83,498				179,232

 

NOTE 7 - SHARE CAPITAL

 

		December 31,
		2019 and 2018
Number of shares:		Authorized				Issued and Outstanding
Ordinary shares of NIS 0.01 par value each			100,000				10

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 8 - COMMITMENTS, CHARGES AND GUARANTEES

 

	A.	The Company signed a rental agreement for offices located at 2 Weizman Street in Tel Aviv. Monthly rental fees are in the amount of approximately NIS 33 thousand (not including VAT). Rental period is until April 14, 2022. During August 2019, the Company vacated the rental premises. Upon termination of the rental agreement, the bank guarantee was nullified (see Note 8 - guarantees and charges).
	B.	The Company contracted for rendering investment management services to a third party who manages trust funds (Model Trust Funds Ltd.). According to the agreement, the Company will receive as consideration for management services the total management fees and a percentage of increase that will be collected from the trust funds that are receiving the services, net of costs, as agreed upon between the parties. The agreement is for an indefinite period. In addition, the Company bears the costs of hosting a company related to the fund management by payment of a fixed monthly sum for each fund.
	C.	The Company signed a rental agreement, commencing August 2019, for offices on 7 Menachem Begin Street in Ramat Gan. The monthly rental fees are approximately NIS 10 thousand (not including VAT). The rental period is indefinite. Cessation of the rental period will be upon a written warning rendered three months in advance.
		Guarantees and Charges:
	D.	In order to guarantee the Company’s liabilities to its landlords, the Company gave a bank guarantee in the amount of NIS 202 thousand and placed a fixed charge on a deposit in the amount of NIS 202 thousand that is in the bank (See Notes 3 and 8A). As of the date of the financial statements, the charge has not as yet been removed.
		Value of the Managed Portfolios:
		As of December 31, 2019 the Company manages in trust investment portfolios that have an inclusive value of approximately NIS 89 million and trust funds that have an inclusive value of approximately NIS 367 million (as of December 31, 2018 approximately NIS 58 million and NIS 592 million, respectively).

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 9 - OPERATING EXPENSES

 

		Year Ended December 31,
		2019				2018
Salaries and related items			256,749				497,723
Rental fees			403,709				524,371
Fund management and operation			244,752				259,000
Maintenance			193,125				248,636
Work contracted out – marketing advice			80,228				132,634
Advertising and marketing			6,201				38,396
Insurance for professional accountability			48,646				56,094
Vehicle costs			46,126				54,895
Information and stock exchange costs			60,614				61,838
Fees and membership dues			28,295				39,039
			1,368,445				1,912,626

 

NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES

 

		Year Ended December 31,
		2019				2018
Management fees for directors			842,000				1,212,180
Professional services			48,805				36,709
Hospitality and gifts			2,813				21,204
Other			8,165				7,787
Depreciation expenses			16,862				14,492
			918,645				1,292,372

 

 

OCEAN PARTNERS Y.O.D.M LTD.

NOTES TO THE FINANCIAL STATEMENTS

(In NIS)

 

NOTE 11 - RELATED PARTIES

 

A.

Balances and transactions with related parties

 

		Year Ended December 31,
		2019				2018
Data for results:
Management fees for directors (see Note 10)			842,000				1,212,180

 

		December 31
		2019				2018
Balance sheet items:
Expenses payable			50,000				75,000