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Aryt Industries Ltd. -- Quarterly Report.


Business Editors

TEL-AVIV, Israel--(BUSINESS WIRE)--June 6, 2002

Aryt Industries Ltd. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:ARYTF) (the "Company" or "Aryt"), announced its results from operations for the three months period ended March 31, 2002.

Aryt is a holding company that carries out its operations through its consolidated companies and associated companies associated company associate nPartnerfirma f

associated company nsocietà collegata 
 wherein where·in  
adv.
In what way; how: Wherein have we sinned?

conj.
1. In which location; where: the country wherein those people live.

2.
 Aryt has material influence and which are consolidated or included in its financial statements on the equity basis. These companies are engaged in the defense, technology and medical fields.

In defense, Aryt owns ARYT SYSTEMS LTD. ("Aryt Systems") (85%), and its subsidiaries: RESHEF TECHNOLOGIES LTD. ("Reshef") (90%), AMCORAM LTD. ("Amcoram") (100%) and C.T.S. Ltd., Amcoram's subsidiary ("CTS (1) (Clear To Send) The RS-232 signal sent from the receiving station to the transmitting station that indicates it is ready to accept data. Contrast with RTS.

(2) (Common Type System) The data typing used in .
") (51%).

The technological division includes SENSOTECH LTD. ("Sensotech") (53%) and SENSOTECH AUTOMOTIVE LTD., Sensotech's subsidiary (100%), OFFICECORE.COM (1) (Computer Output Microfilm) Creating microfilm or microfiche from the computer. A COM machine receives print-image output from the computer either online or via tape or disk and creates a film image of each page.  LTD. (45%) ("Officecore"), VOICE DIARY LTD. ("Voice Diary") (64%) and Sky Dart dart

see blow dart.


dart gun
see blow dart.
 Ltd. ("Sky Dart") (51%).

Aryt's medical activities are carried out through ELSCINTEC SYSTEMS LTD. ("ElscinTec") (50%), SYGMED LTD. ("Sygmed") (28%) and Aryt Medical Ltd. (100%).

Three of Aryt's subsidiaries: ElscinTec, Sensotech and Voice Diary have depleted de·plete  
tr.v. de·plet·ed, de·plet·ing, de·pletes
To decrease the fullness of; use up or empty out.



[Latin d
 their financial resources that are required for the continuation of their activities. Since Aryt has decided to cease its investments in these companies, there are substantial doubts regarding their existence as going on concerns.

Elscintec -- the District court of Tel-Aviv has approved ElscinTec's application to halt all proceedings against the company for a period of two months.

Sensotech -- the company has depleted all its financial resources and is presently looking for Looking for

In the context of general equities, this describing a buy interest in which a dealer is asked to offer stock, often involving a capital commitment. Antithesis of in touch with.
 additional funds to enable the continuation of its activities.

Voice-Diary -- the company has depleted all its financial resources and is presently looking for additional funds to enable the continuation of its activities.

In the first quarter that ended March 31, 2002, Aryt Systems, Sensotech, Voice-Diary and Sky Dart have been consolidated in the financial statements of Aryt. Elscintec and Aryt Medical were recorded as ceased activity. The remaining companies were included in the financial statements of Aryt on the equity basis.

DEFENSE MARKET

Aryt Systems Ltd. is a public company whose shares are traded on the Tel-Aviv Stock exchange. Aryt Systems is engaged through its subsidiaries Reshef and Amcoram in the development, manufacture and sale of military equipment highly reputable rep·u·ta·ble  
adj.
Having a good reputation; honorable.



repu·ta·bil
 in the local market and world wide.

Reshef Technologies Ltd. is a private company engaged in the development, manufacture and sale of electronic fuzes for the military market, and in the manufacture of laser warning systems and computerized computerized

adapted for analysis, storage and retrieval on a computer.


computerized axial tomography
see computed tomography.
 firing ranges for Amcoram.

Amcoram Ltd., a private company, is engaged in the development and sale of computerized firing ranges and simulators for the military market. The systems

are intended for indoor and field training and constitute a complete platform for the military training of the individual soldier to a company of infantry infantry, body of soldiers who fight in an army on foot and are equipped with hand-carried weapons, in contradistinction originally to cavalry and other branches of an army.  or armoured corps. The systems are characterized char·ac·ter·ize  
tr.v. character·ized, character·iz·ing, character·iz·es
1. To describe the qualities or peculiarities of: characterized the warden as ruthless.

2.
 by the integration of software and hardware designed to client's specifications. All these training systems are developed and maintained by Amcoram according to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 long term service contracts. Amcoram's products are manufactured in Sderot Sderot (Hebrew: שׂדרות‎, «boulevards», Arabic: سديروت) is a city in the South District of Israel. , Israel, by Amcoram and by Reshef, as a subcontractor One who takes a portion of a contract from the principal contractor or from another subcontractor.

When an individual or a company is involved in a large-scale project, a contractor is often hired to see that the work is done.
.

C.T.S., Ltd. is a private company possessing the rights for military applications of a patented technology utilizing lasers with wireless activation activation /ac·ti·va·tion/ (ak?ti-va´shun)
1. the act or process of rendering active.

2. the transformation of a proenzyme into an active enzyme by the action of a kinase or another enzyme.

3.
 method and receipt of a feedback from the hit target. This patent provides a technological platform for various training systems. The rights to use this patent were purchased from Sky Dart Ltd., an affiliated company. Presently CTS does not have any sales revenues. Currently, a prototype is being built by the company.

TECHNOLOGY

Sensotech Ltd. is a private company engaged in the development, manufacture and sale of intelligent, ultrasonic ultrasonic /ul·tra·son·ic/ (-son´ik) beyond the upper limit of perception by the human ear; relating to sound waves having a frequency of more than 20,000 Hz.

ul·tra·son·ic
adj.
1.
 security sensors
  • Thermocouple
  • RTD - Resistance Temperature Detector or Resistance thermometer or Pt100
  • Microphone
  • Hydrophones
  • Seismometers
  • Photoresistor
  • Phototransistor
  • Infrared thermometer
  • Multi-User Multimodal Tabletop Interaction
  • Cationic Sensor
 based on unique proprietary and patented technology.

Sensotech has developed security sensors intended for the automotive industry The automotive industry is the industry involved in the design, development, manufacture, marketing, and sale of motor vehicles. In 2006, more than 69 million motor vehicles, including cars and commercial vehicles were produced worldwide.  ("Accessor"), for public transportation ("Class"), for elevators ("Sensolift") and for robotics robotics, science and technology of general purpose, programmable machine systems. Contrary to the popular fiction image of robots as ambulatory machines of human appearance capable of performing almost any task, most robotic systems are anchored to fixed positions  and automatization au·tom·a·ti·za·tion  
n.
Automation.
 ("Robosense"), as well as additional products based on Sensotech's unique technology.

In 2001 Sensotech commenced manufacturing and sale of some of its products.

In August 2000, Sensotech formed a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
, Sensotech Automotive Ltd., with the intention of centralizing cen·tral·ize  
v. cen·tral·ized, cen·tral·iz·ing, cen·tral·iz·es

v.tr.
1. To draw into or toward a center; consolidate.

2.
 its Accessor's activity, to help locating strategic investors in the automotive industry with its unique characteristics.

In May 2002, Sensotech signed a memorandum of understanding A Memorandum of Understanding (MoU) is a legal document describing a bilateral or multilateral agreement between parties. It expresses a convergence of will between the parties, indicating an intended common line of action and may not imply a legal commitment.  with a Canadian Canadian (kənā`dēən), river, 906 mi (1,458 km) long, rising in NE New Mexico. and flowing E across N Texas and central Oklahoma into the Arkansas River in E Oklahoma.  investment company regarding a potential investment in the company. The contemplated transaction involves an investment of US$ 5 million on the basis of pre-money value of US$ 4 million. Sensotech has depleted all its financial resources and presently requires a bridge-loan to continue its activities until it receives funds from an external investor.

Officecore.com, Ltd., is engaged in the development of an internet-complete work environment, primarily for the small and medium size businesses, including office applications, customer relations management (CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization. ) and inventory management. The service is provided via the internet utilizing central server mounted at the service provider. The system enables to increase the number of groups and individual users, providing secured access and privacy.

Presently Officecore does not charge for its services. In order to secure its existence and reduce its dependence on raising additional capital, Officecore now operates as a software house for various customers. This activity should provide a permanent positive cash flow securing the ability of Officecore to continue developing its products.

Voice Diary Ltd. is a private company engaged in the development of a palm diary activated activated

a state of being more than usually active. In biological systems this is usually brought about by chemical or electrical means. Commonly said of pharmaceutical and chemical products.
 by voice and intended for users with sight impairment Impairment

1. A reduction in a company's stated capital.

2. The total capital that is less than the par value of the company's capital stock.

Notes:
1. This is usually reduced because of poorly estimated losses or gains.

2.
. The company's future depends on its ability to obtain additional orders and on developing a new generation of products, and on its ability to raise the additional funds needed This business is in need of attention from an expert on the subject.
Please help recruit one or [ improve this article] yourself. See the talk page for details.
 for its continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
. However, there are no assurances that the company will succeed to raise the required funds.

Sky Dart Ltd. is a private company owning a patent of technology utilizing lasers with wireless activation method and receipt of a feedback. This patent provides a technological platform for various applications, including an application, in the developing stage, fitted for plaything, activated by remote control. The company has commenced to market applications of the above-mentioned technology.

THE MEDICAL OPERATIONS

Aryt Medical Ltd. is a public company traded on the Tel-Aviv Stock Exchange. In January 2002, Aryt completed its investment in Aryt Medical (previously known as "Pionet Venture Capital Investments Ltd.") whereby Aryt acquired 53% of the outstanding shares in Aryt Medical.

Aryt Medical is preparing its financial statements according to rules applicable to business in liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
 as from the period ended December 31, 2000.

Sygmed Ltd. is a private company engaged in the development, marketing and sale of medical robotic systems robotic system An integrated system of devices that automate production and manufacturing of goods and services Surgery An AI-based surgical assistant system, which processes sensory input from haptic interfaces and/or allows surgeons to act with more accuracy than  designed for early detection of breast cancer.

The flagship product A primary product of a company, which is typically why the company was founded and/or what made it well known. For example, MS-DOS, Windows and the Microsoft Office suite have been flagship products of Microsoft. CorelDRAW is a flagship product of Corel Corporation.  of the company is the Robolite, a computerized biopsy biopsy (bīäp`sē), examination of cells or tissues removed from a living organism. Excised material may be studied in order to diagnose disease or to confirm findings of normality.  system that enables the examining physician to guide the biopsy needle biopsy needle Surgery A thin–'skinny' needle passed percutaneously into an organ, often liver and kidney to obtain tissue for evaluation by light microscopy  to the precise location of the suspected tissue with pinpoint accuracy. The system can be installed on numerous types of mammography mammography, diagnostic procedure that uses low-dose X rays to detect abnormalities in the breasts. The early diagnosis of breast cancer made possible by the routine use of mammography for screening women increases a woman's treatment alternatives and improves her  machines. The FDA FDA
abbr.
Food and Drug Administration


FDA,
n.pr See Food and Drug Administration.

FDA,
n.pr the abbreviation for the Food and Drug Administration.
 (U.S.) and the CE (Europe) have approved the Robolite. Aryt presently owns 28% of Sygmed Ltd.

ElscinTec Systems Ltd. is a private company engaged in the development, manufacture and sale, worldwide, of mammography systems for the detection and diagnosis of breast cancer. ElscinTec Systems is a known brand name. All ElscinTec's products are FDA (U.S.) and CE (Europe) approved.

In April, 2002, the board of directors of the company has resolved to discontinue dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 its operations as a result of its financial condition and its inability to raise the capital required for its operations.

In May, 2002, following an application filed by ElscinTec, the District court of Tel-Aviv has decided to halt all proceeding against the Company for a period of two months, to enable the company to make an arrangement with is creditors and to raise the needed capital.

As of today, the company has not been successful in raising the required investment, and consequently, from the first quarter of 2002, the company changed its accounting policy and began to report as business in liquidation.

FINANCIAL CONDITION

Main Changes in the Company's Consolidated Balance Sheet consolidated balance sheet

A balance sheet in which assets and liabilities of a parent company and its controlled subsidiaries are combined, thereby presenting balance sheet items for the parent and its subsidiaries as if they were a single firm.
:

As of March 31, 2002, Aryt's total balance sheet amounted to $28,517 thousand, compared with $32,872 thousand on December 31, 2001.

Current Assets Current Assets

Appearing on a company's balance sheet, it represents cash, accounts receivable, inventory, marketable securities, prepaid expenses, and other assets that can be converted to cash within one year.
 

As of March 31, 2002, current assets amounted to $20,575 thousand, compared with $10,305 thousand on December 31, 2001. The increase in current assets is mainly attributed to the reclassification Reclassification

The process of changing the class of mutual funds once certain requirements have been met. These requirements are generally placed on load mutual funds. Reclassification is not considered to be a taxable event.
 of fixed investments in marketable securities Marketable Securities

Very liquid securities that can be converted into cash quickly at a reasonable price.

Notes:
Marketable securities are very liquid as they tend to have maturities less than one year, and the rate at which these securities can be bought or sold has
 to current investments. The increase in the inventory by $740 thousand compared to December 31, 2001 is mainly attributed to the purchases and manufacture of products by Reshef in the first quarter intended for sale during the year 2002.

Long Term Investments, Loans and Liabilities

As of March 31, 2001, long term investments, loans and debit balances Debit balance

The amount that is owed to a broker by a margin customer for loans the customer uses to buy securities.


debit balance

The amount owed in a brokerage margin account.
 amounted to $2,266 thousand compared with $12,237 thousand on December 31, 2001. The decrease in the long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 loans is mainly attributed to Aryt's decision to reclassify Verb 1. reclassify - classify anew, change the previous classification; "The zoologists had to reclassify the mollusks after they found new species"
class, classify, sort out, assort, sort, separate - arrange or order by classes or categories; "How would you
 long-term investments in marketable securities to short-term Short-term

Any investments with a maturity of one year or less.


short-term

1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time.
 investments.

Fixed Assets fixed assets nplactivo sg fijo

fixed assets nplimmobilisations fpl

fixed assets fix npl
, Net

As of March 31, 2002, net fixed assets amounted to $1,705 thousand, compared with $1,762 thousand on December 31, 2001.

Other Assets other assets

Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately.
 and Deferred Expenses, Net

As of March 31, 2002, net other assets amounted to $2,886 thousand, compared with $5,355 thousand on December 31, 2001.

Assets Attributed to Discontinued Operations Discontinued operations

Divisions of a business that have been sold or written off and that no longer are maintained by the business.
 

As of March 31, 2002, assets attributed to discontinued operations amounted to $1,085 thousand, compared with $3,213 thousand on December 31, 2001. These assets are related to ElscinTec and Aryt Medical.

Current Liabilities Current Liabilities

Usually appearing on a company's balance sheet, it represents the amount owed for interest, accounts payable, short-term loans, expenses incurred but unpaid, and other debts due within one year.
 

As of March 31, 2002, current liabilities amounted to $11,705 thousand, compared with $7,618 thousand on December 31, 2001. The increase is mainly attributed to short-term bank loans and liabilities to suppliers of Aryt Systems.

Long Term Liabilities and Accrued ac·crue  
v. ac·crued, ac·cru·ing, ac·crues

v.intr.
1. To come to one as a gain, addition, or increment: interest accruing in my savings account.

2.
 severance pay Severance Pay

Compensation that an employer gives to someone who is about to lose their job.

Notes:
Severance pay is not always paid to employees. It depends on the situation in which the employee is losing their job and whether legislation requires severance to be paid.
 

As of March 31, 2002, long-term liabilities Long-Term Liabilities

Recorded on the balance sheet, a company's liabilities for leases, bond repayments and other items due in more than one year.

Notes:
A company's long-term liabilities are accounted for by its debt obligations to other parties which last longer than
 amounted to $4,277 thousand, compared with $4,474 thousand on December 31, 2001.

Liabilities Attributed to Discontinued Operations

As of March 31, 2002, liabilities attributed to discontinued operations amounted to $3,585 thousand, compared with $2,090 thousand on December 31, 2001. These liabilities are related to ElscinTec and Aryt Medical.

Equity

As of March 31, 2002, Shareholders' Equity Shareholders' Equity

A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares.
 amounted to $8,950 thousand, constituting 31% of the total balance sheet, compared with $18,523 thousand on December 31, 2001, constituting 56% of the total balance sheet. This decrease is attributed to losses incurred during the first quarter of 2002.

CASH FLOW

In the three months period ended March 31, 2002, there was a negative cash flow from current operations amounting to $1,947 thousand compared with $1,273 thousand in the same period last year. The increase of the negative cash flow from current operations is mainly attributed to the increase of the losses from operations compared to the same period last year.

The cash flow from investment activity was positive and amounted to $1,446 thousand, compared with $744 thousands in the same period last year. The increase is mainly attributed to sale of marketable securities.

In the three months period ended March 31, 2002, there was a positive cash flow of $488 thousand from financial activity, compared with a negative cash flow of $196 thousand in the same period last year. The increase is mainly attributed to the receipt of bank loans.

RESULTS OF OPERATIONS

Net Profit (Loss)

In the three months period ended on March 31, 2002 Aryt had a net loss of $9,530 thousand compared with a loss of $2,086 thousand in the same period, last year. The increase in losses is mainly attributed to the discontinued operations of ElscinTec for which Aryt made an allowance for the decrease in value of its investment, and to a write-off Write-Off

A reduction in the value of an asset or earnings by the amount of an expense or loss. Companies are able to write off certain expenses that are required to run the business, or have been incurred in the operation of the business and detract from retained revenues.
 of goodwill associated with Voice Diary and Sensotech in the amount of $2,222 thousand, included in "other Expenses".

Operation loss in the three months period ended on March 31, 2002, amounted to $1,848 thousand, compared with $662 thousand in the same period last year.

Sales

The consolidated sales in the three months period ended on March 31, 2001 amounted to $1,081 thousand compared with $1,694 thousand in the same period, last year.

During the three months period ended on March 31, 2001, the aggregate sales of the Aryt's group of companies (including proportionate pro·por·tion·ate  
adj.
Being in due proportion; proportional.

tr.v. pro·por·tion·at·ed, pro·por·tion·at·ing, pro·por·tion·ates
To make proportionate.
 sales of unconsolidated companies) amounted to $1,733 thousand, compared with $2,077 thousand in the same period, last year.

Research and Development Expenses

Net R&D expenses in the three months period ended on March 31, 2002, amounted to $383 thousand, compared with $149 thousand in the same period, last year. The increase is mainly attributed to the R&D expenses of Amcoram.

Selling and Marketing Expenses

Selling and marketing expenses in the three months period ended March 31, 2002 amounted to $295 thousand compared with $190 thousand in the same period, last year. The increase in selling and marketing expenses is mainly attributed to the expenses of Amcoram and Reshef, due to a strategic decision to expand the marketing efforts of Reshef's fuzez and Amcoram's combat training systems.

G&A Expenses

G&A expenses in the three months period ended March 31, 2002, amounted to $1,217 thousand compared with $812 thousand in the same period, last year. The increase in the G&A expenses is mainly attributed to costs of re-organization and the chairman's salary.

Financing Income / Expenses

Net financing expenses in the three months period ended March 31, 2002, amounted to $209 thousand compared with $928 thousand in the same period, last year, that resulted from losses from marketable securities.

Other Expenses, Net

The Company's other expenses in the three months period ended March 31, 2002, amounted to $2,305 thousand compared with an income of $7 thousand in the same period, last year. The increase in expenses is mainly attributed to a write-off goodwill associated with Voice Diary and Sensotech.

Profit (Loss) Per Share

The loss per one ordinary share of NIS Niš or Nish (both: nēsh), city (1991 pop. 175,391), SE Serbia, on the Nišava River. An important railway and industrial center, it has industries that manufacture textiles, electronics, spirits, and locomotives. . 1.00 par value in the three months period ended March 31, 2001 was $0.22 compared with a profit of $0.05 in the same period, last year.

The loss from continued operations amounted to $0.10 per share compared with $0.04 in the same period, last year.

Data of Affiliated Companies Affiliated Companies

A situation that occurs when one company owns a minority interest (less than 50%) in another company.

Also refers to companies that are related to each other in some way.

Notes:
An affiliated company is sometimes referred to as a subsidiary.
 

Aryt's results from operations is affected by the results of operations of its subsidiaries and affiliated companies.

The following is selected financial data taken from the financial statements of Aryt's subsidiaries and affiliated companies. The data is related to the period in which the companies were included in Aryt.

----------------------------------------------------------------------
                SALES                        NET PROFIT (LOSS)
                (US Dollars in thousands)    (US Dollars in thousands)
                IN THE 3 MONTHS              IN THE 3 MONTHS
                PERIOD ENDED MARCH 31        PERIOD ENDED MARCH 31
----------------------------------------------------------------------
                  2002       2001                2002        2001
----------------------------------------------------------------------

Aryt Systems       911        898               (940)       (816)
 (Pro forma) (a)
----------------------------------------------------------------------

Aryt Medical        --         --                 (99)        --
----------------------------------------------------------------------

Sygmed             120         85                (155)      (140)
----------------------------------------------------------------------

Sensotech          123        639                (213)       351
----------------------------------------------------------------------

Officecore         157         43                    1       (58)
----------------------------------------------------------------------

Voice Diary          7         --                (159)       (16)
----------------------------------------------------------------------

ElscinTec          415        412              (2,667)      (406)
----------------------------------------------------------------------

Sky Dart            --         --                  (3)        --
----------------------------------------------------------------------

    Total        1,733      2,077              (4,235)    (1,085)
----------------------------------------------------------------------


(a) Following the sale the Company's shares in Reshef and Amcoram

to Aryt Systems, the financial statements of Aryt Systems

includes these companies' data as if they were owned by it in

the relevant periods excluding the data in respect of

discontinued dis·con·tin·ue  
v. dis·con·tin·ued, dis·con·tin·u·ing, dis·con·tin·ues

v.tr.
1. To stop doing or providing (something); end or abandon:
 activity.

GENERAL

Pionet Ventures Capital Investments Ltd. -- In January 2002, Aryt completed its investment of US$ 1,000,000 in Pionet for 53% of Pionet's outstanding shares following the shares issuance.

Pionet is a company incorporated under the laws of the State of Israel whose shares are traded on the Tel-Aviv Stock Exchange. Since March 2001, Pionet has ceased all its business activities.

Concurrently with this agreement, Aryt, together with others, have signed a share purchase agreement with certain shareholders of Pionet regarding the purchase of 2% of Pionet outstanding shares (following the shares issue to Aryt by Pionet). Aryt's share in this acquisition is less than 1% of Pionet's outstanding shares.

The investment in Pionet constitutes an acquisition of a "shell company."

Following the fact that ElscinTec has entered into financial difficulties and the issuance of a staying of proceedings order by Tel-Aviv District Court, Aryt has abandoned its intention to incorporate the activities of ElscinTec into Aryt Medical.

POST BALANCE SHEET EVENTS

In April 2002, the Board of Directors of ElscinTec has resolved, in view of its financial condition and its inability to raise the required capital, to cease all the operations of the Company.

In May, 2002, the District Court of Tel-Aviv issued a staying of proceeding order, for a period of two months, in order to enable ElscinTec to raise additional capital required to continue its activities and to allow the company to make an arrangement with its creditors.

In April, 2002, Mr. Samuel Bachar was replaced as President of the Aryt by Mr. Yoav Bar-Nes.

                         ARYT INDUSTRIES LTD.
                      CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------
                       U.S. Dollars in thousands

                                             March 31,      Dec. 31,
                                        ------------------------------
                                           2002    2001(a)     2001(a)
                                        ------------------------------
                                             Unaudited        Audited
                                        ------------------------------
    ASSETS:

CURRENT ASSETS:

Cash and cash equivalents              $   883   $ 1,835      $   855
Short-term investments                  11,859    12,967        1,738
Trade receivables                        2,906     1,618        3,076
Other accounts receivable
 and prepaid expenses                      787     3,349        1,236
Inventories                              4,140     2,974        3,400
                                       -------   -------      -------

Total current assets                    20,575    22,743       10,305
                                       -------   -------      -------

LONG-TERM INVESTMENTS:

Investments in affiliates                1,303     1,331        1,383
Long-term investments                      963       422       10,854
                                       -------   -------      -------

Total long-term investments              2,266     1,753       12,237
                                       -------   -------      -------

MINORITY INDEBTEDNESS                     --          95(a)      --
                                       -------   -------      -------

PROPERTY AND EQUIPMENT, NET              1,705     1,738        1,762
                                       -------   -------      -------

OTHER ASSETS, NET                        2,886     5,624        5,355
                                       -------   -------      -------

ASSETS FROM DISCONTINUING OPERATIONS
                                         1,085     3,242        3,213
                                       -------   -------      -------

Total assets                           $28,517   $35,195      $32,872
                                       =======   =======      =======

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

Credit from banks and others           $ 3,979   $ 1,047      $ 2,917
Trade payables                           2,134     1,245        1,779
Other accounts payable and
 accrued expenses                        5,592     2,415        2,922
                                       -------   -------      -------

Total current liabilities               11,705     4,707        7,618
                                       -------   -------      -------

LONG-TERM LIABILITIES:

Convertible debentures                   1,273     1,698        1,273
Credit from bank                         1,557     2,414        1,798
Other long-term liabilities                892       850          881
                                       -------   -------      -------

Total long-term liabilities              3,722     4,962        3,952
                                       -------   -------      -------

ACCRUED SEVERANCE PAY, NET                 555       550          522
                                       -------   -------      -------

LIABILITIES FORM DISCONTINUING
 OPERATIONS
                                         3,585     2,220        2,090
                                       -------   -------      -------

MINORITY INTEREST                        --         639          167
                                       -------   -------      -------

SHAREHOLDERS' EQUITY                     8,950    22,117       18,523
                                       -------   -------      -------

Total liabilities and
 shareholders' equity                  $28,517   $35,195      $32,872
                                       =======   =======      =======
(a) Reclassified



                         ARYT INDUSTRIES LTD.
                  CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------
                       U.S. Dollars in thousands



                                        Three months         Year
                                        ended                ended
                                     ---------------------------------
                                          March 31,           Dec. 31,
                                       2002      2001(a)      2000(a)
                                     ---------------------------------
                                         Unaudited           Audited
                                     ---------------------------------


Revenues                             $ 1,081     $ 1,694     $ 8,859
Cost of revenues                       1,034       1,205       6,970
                                     -------     -------     -------

Gross profit                              47         489       1,889
                                     -------     -------     -------

Operating expenses:

   Research and development, net         383         149         965
   Sales and marketing                   295         190         808
   General and administrative          1,217         812       4,104
                                     -------     -------     -------

Total operating expenses               1,895       1,151       5,877
                                     -------     -------     -------

Operating loss                         1,848         662       3,988
Financial expenses                       209         928         776
Other income (expenses), net          (2,305)          7         (27)
                                     -------     -------     -------

Loss before taxes on income            4,362       1,583       4,791
Taxes on income                         --          --            31
                                     -------     -------     -------

Loss before equity in
 losses of affiliate                   4,362       1,583       4,822
Equity in losses of affiliate             74          90         327
Minority interest in income
 (losses) of subsidiaries                163        (167)        273
                                     -------     -------     -------

Net loss from continuing
 operations                            4,273       1,840       4,876

Losses from discontinuing
 operation                             5,257         246         794
                                     -------     -------     -------

Net loss                             $ 9,530     $ 2,086     $ 5,670
                                     =======     =======     =======


Loss per NIS 1 nominal value
 of ordinary shares (in dollars):

Basic loss per share from
 continuing operations               $  0.10     $  0.04     $  0.03
Basic loss per share from
 discontinuing operation             $  0.12     $  0.01     $   0.1
                                     -------     -------     -------

Basic loss per share                 $  0.22     $  0.05     $  0.13
                                     =======     =======     =======
(a) Reclassified
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Publication:Business Wire
Date:Jun 6, 2002
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