This Quarterly Report contains forward-looking statements that are subject to a
number of risks and uncertainties, many of which are beyond our control, which
may include statements about our:
? business strategy;
? financial strategy;
? intellectual property;
? production;
? future operating results; and
? plans, objectives, expectations and intentions contained in this report that
are not historical.
All statements, other than statements of historical fact included in this
report, regarding our strategy, intellectual property, future operations,
financial position, estimated revenues and losses, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in
this report, the words "could," "believe," "anticipate," "intend," "estimate,"
"expect," "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date
of this report. You should not place undue reliance on these forward-looking
statements. Although we believe that our plans, intentions and expectations
reflected in or suggested by the forward-looking statements we make in this
report are reasonable, we can give no assurance that these plans, intentions or
expectations will be achieved. These statements may be found under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," as
well as in this report generally. Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
Organizational History
Creations, Inc. was incorporated in May 2019. On July 1, 2019, Creations, Inc.,
acquired a 100% interest in Ocean-Yetsira Ltd (formerly Yetsira Holdings Ltd),
through a share swap agreement. Ocean Yetsira is an Israeli Corporation
incorporated in December 2017, which in turn owns 100% of Yetsira Investment
House ("Yetsira"), which was incorporated in November 2016.
On August 19, 2020, the Company purchased 7.5% of the outstanding and issued
shares of Ocean Partners Y.O.D.M Ltd., an Israeli corporation ("Ocean") for
total cash consideration of approximately $87,000. On September 7, 2020, the
Company entered into a share exchange agreement by and among Yetsira, Ocean, and
certain shareholders of Ocean, pursuant to which the Company acquired the
remaining 92.5% of the capital stock of Ocean in exchange for an aggregate of
1,254,498 shares of common stock of the Company, $0.001 par value, and 1,254,498
warrants to purchase shares of common stock of the Company (the "Warrants")
issued to the certain Ocean shareholders by the Company. The Warrants are
convertible into shares of our common stock over a period of three-years at an
exercise price of $1.00 per share. The Company completed the acquisition on
September 28, 2020.
Following the acquisition of Ocean, all the investment management business of
the group is managed through Ocean.
On April 17, 2022, the board of directors approved a resolution as to matters of
ongoing conduct such as signatory rights, voting etc. In addition, compensation
of officers was updated. Also, non-committal guidelines for future transactions
regarding sale of main activity to related parties and sale of holdings by those
parties were discussed, these guidelines are pursuant to completion of legal
structuring, compliance issues and more.
The Company is in the process of finalizing an agreement between itself and a
group of buyers (led by Yaniv Aharon director and shareholder in Creations Inc.)
to sell all of the capital stock in its subsidiary Ocean Yetsira Ltd in exchange
for 4.227M ILS and the repurchase of all shares of the Company owned by the
Buyers. Following the sale of Ocean Yetsira, the Company is reviewing several
alternatives to maximize shareholders return. Including, selling the Company to
a new buyer in order to place a new business in the Company or other alternative
that will result in distribution of the proceeds received to the shareholders of
the Company.
2
Our continued focus is on our core business of mutual fund management, while
increasing our number of managed funds and private portfolio and increasing of
our AUM. Part of our growth depends on the strength of our brand, which the
Company intends to strengthen by increasing our exposure to the general public,
especially through investment advisors in the commercial banks, which constitute
the main channel for funds distribution in Israel. We also plan to increase
public relations activities and advertising. We also continue to examine the
expansion of our areas of activity, through cooperation, locating synergistic
opportunities for our existing areas of activity and establishing additional
parallel investment opportunities. In addition, we may pursue the acquisition of
other unrelated businesses in the financial sector.
Through our wholly owned subsidiary, Ocean, we operate as a portfolio manager,
licensed by the Israel Securities Authority ("ISA"). Ocean currently offers and
manages nine mutual funds branded as Ocean-Yetsira funds, and 107 private
portfolios with approximately $284M in assets, currently under management
("AUM").
We generate revenue primarily from management fees paid by our unitholders or
clients, which fees are based upon a certain percentage of their assets in the
funds. Our expenses are mainly comprised of payments for distribution,
commissions to banks, third-party platform user fees, salary commissions and
expenses, and commissions to the ISA and the Israeli Stock Exchange. We conduct
our business exclusively through Ocean Yetsira and exercise effective control
over the operations of Ocean and Yetsira pursuant to a series of contractual
arrangements, under which we are entitled to receive substantially all of its
economic benefits.
Recently Issued Accounting Pronouncements
Management reviewed currently issued pronouncements during the nine months ended
September 30, 2022, and does not believe that any recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying condensed financial statements.
Results of Operations for the Nine Months Ended September 30, 2022 compared to
Nine Months Ended September 30, 2021 (In Thousands)
Revenue
For the nine months ended September 30, 2022, and 2021, the Company generated
revenues in the amount of $1,750 and $1,455 respectively. The increase was
attributable to an increase in our AUM.
Assets Under Management and Investment Performance
The following table reflects the changes in our AUM for the nine months ended
September 30, 2022 and 2021.
(In millions)
Nine Months Ended Nine Months Ended
September 30, 2022 September 30, 2021
Beginning Balance $ 282.70 $ 174.50
Gross inflows/ outflows, net 122.15 62.77
Market appreciation (depreciation)(1) (120.16 ) 28.44
Additional AUM from acquisitions -
End Balance $ 284.69 $ 265.70
(1) Market appreciation (depreciation) includes investment gains (losses) on
assets under management, the impact of foreign exchange rates and net
reinvested dividends.
3
Our total AUM increased by $1.99 million during the nine months ended September
30, 2022, from $282.7 million as of December 31, 2021 to $284.69 million as of
September 30, 2022, or a 0.07% increase on our total AUM. The increase was a
result of net AUM inflows of $122.15 million, market depreciation of $120.16
million.
Cost of Revenues
For the nine months ended September 30, 2022 and 2021, cost of revenues was $964
and $849, respectively. The increase in these expenses was mainly attributable
to an increase in the AUM.
Marketing Expenses
For the nine months ended September 30, 2022, our marketing expenses were $173
compared to $159 for the prior-year period.
General and Administrative Expenses
For the nine months ended September 30, 2022, our general and administrative
expenses were $533, compared to $611 for the period ended September 30, 2021, an
approximate 12.76% decrease. These expenses are mainly attributed to service and
professional fees, payments to the management and employees as shown in the
table below.
The following table provides a year-over-year breakout of the material
components of our general and administrative expenses:
Nine Months Ended Nine Months Ended
September 30, 2022 September 30, 2021
(in thousands) (in thousands)
Components of G&A Expenses: $ $
Wages 20 51
Travel and vehicle expenses 13 11
Communication and office expenses 46 62
Services and professional fees 363 365
One off expense 20 29
Office rent 43 44
Other expenses 28 49
Total G&A expenses $ 533 $ 611
The changes in General and Administrative Expenses are primarily due to the
following event:
? Nine months ended September 30, 2021, include one-off expenses of $29 due to a
VAT assessment.
? Nine months ended September 30, 2022, includes one-off expenses of $20 due to
additional attorney fees regarding future transactions sale of main activity to
related parties as mentioned above.
? Expenses that emerged from the merger in 2020 between Ocean and Yetsira was
reduced, and a moderate increase in expanses is attributed to a gradual
increase in the company growing operations and increased AUM.
Net Loss
The Company realized a net Income of $60 for the nine months ended September 30,
2022, compared to a net loss of $149 for the nine months ended September 30,
2021. This attributed to increased revenue following the growth of our AUM.
4
After taking into account foreign currency translation adjustments, which
resulted in other comprehensive expense of $183 and expense of $4 for the nine
months ended September 30, 2022, and 2021, respectively, the Company realized a
net loss after other comprehensive expenses of $123 and $153 for the nine months
ended September 30, 2022 and 2021, respectively.
Liquidity and capital resources
As of September 30, 2022, the Company had cash in the amount of $487 compared to
cash in the amount of $503 as of December 31, 2021.
Stockholders' equity as of September 30, 2022 was $1,442 as compared to
stockholders' equity of $1,565 as of December 31, 2021.
The Company's accumulated deficit was $1,692 and $1,752 at September 30, 2022
and December 31, 2020, respectively.
Liquidity and capital resources
The Company's operating activities resulted in net cash provided of $85 for the
nine months ended September 30, 2022, compared to net cash used of $72 for the
nine months ended September 30, 2021. The decrease in net cash used was mainly
attributable to an increase of revenue, due to increase in AUM.
The Company's investing activities net cash used of $46 for the nine months
ended September 30, 2022, compared to $101 investing activities used for the
nine months ended September 30, 2021.
Off- Balance Sheet Arrangements
The Company currently does not have any off-balance sheet arrangements.
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