Aryt Industries Ltd. -- Quarterly Report.Business Editors and Technology Writers TEL-AVIV, Israel--(BUSINESS WIRE)--April 1, 2002 Aryt Industries Ltd. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :ARYTF) (the "Company" or "Aryt"), announced its results from operations for the twelve months period ended December December: see month. 31, 2001. Aryt is a managing holding company, doing business through its three divisions; the Defence Division, the Technological Division and the Medical Division. The Defence Division includes 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%). The Medical division includes ELSCINTEC SYSTEMS LTD. ("ElscinTec") (50%), SYGMED LTD. ("Sygmed") (28%) and Aryt Medical Ltd. (100%). Aryt carries out its operations through its consolidated companies and associated companies associated company associate n → Partnerfirma f associated company n → società 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 takes an active rule in their management and which are included in Aryt's financial statements on the equity basis. Presently Aryt endeavours to enhance the business and to increase the value of its divisions as well as examining various companies and activities synergetic synergetic /syn·er·get·ic/ (sin?er-jet´ik) synergic. syn·er·get·ic adj. Synergistic. to its own. THE DEFENCE DIVISION Aryt Systems Ltd. is a public company which shares are traded in the Tel-Aviv Stock exchange. Aryt Systems is engaged through its subsidiaries Reshef and Amcoram in the development, manufacture and sale of advanced military equipment highly reputable rep·u·ta·ble adj. Having a good reputation; honorable. rep  u·ta·bil in the local market and
world wide.
Reshef Technologies Ltd., a private company, engaged in the development, manufacture and sale of electronic fuses for the military market, and in the manufacture of laser warning systems and computerised firing ranges for Amcoram. In March 2001, Reshef and Soltam This article or section may contain original research or unverified claims. Please help Wikipedia by adding references. See the for details. This article has been tagged since September 2007. System Ltd. ("Soltam") signed a marketing and distribution agreement whereby Soltam which owns 10% of Reshef's outstanding shares may increase its holdings in Reshef to 50%, but in any event not more than Aryt Systems' share in Reshef, in consideration of Soltam's marketing and sales of Reshef's products. Aryt's management believes that the co-operation with Soltam will contribute to Reshef's international marketing efforts resulting in increase of sales. Amcoram Ltd., a private company, which is engaged in the development and sale of computerised 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 characterised 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 Israel, in the Bible Israel (ĭz`rēəl, ĭz`rāəl) [as understood by Hebrews,=he strives with God], according to the book of Genesis, name given to Jacob as eponymous ancestor of the Hebrews, the chosen people of God. , 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., 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. THE TECHNOLOGICAL DIVISION 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
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 the 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 has 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 to centralise Verb 1. centralise - make central; "The Russian government centralized the distribution of food" centralize, concentrate alter, change, modify - cause to change; make different; cause a transformation; "The advent of the automobile may have altered the its Accessor's activity, to help locating strategic investors in the automotive industry with its unique characteristics. In the first quarter of 2001, Sensotech Automotive Ltd. signed a joint venture agreement with an approved parts manufacturer for a major car company in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. to set up a production line for the car industry. 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 an increase in 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 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. . During the fourth quarter of 2001, Voice Diary supplied its distributors approximately 700 units (for approximately $110,000). The company's future depends on its ability to obtain additional orders, on developing products of a new generation, and on the willingness of Aryt to increase its investment in the company. 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 A`bove´-men`tioned a. 1. Mentioned or named before; aforesaid; mentioned or named earlier in the same text (in written documents). Adj. 1. technology. THE MEDICAL DIVISION 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 computerized adapted for analysis, storage and retrieval on a computer. computerized axial tomography see computed tomography. 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 Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). ) 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 diagnostic of breast cancer. ElscinTec Systems is a known brand name. All ElscinTec's products are FDA (U.S.) and CE (Europe) approved. As of today 600 of ElscinTec's mammography units were installed worldwide. During the 3rd quarter ElscinTec launched a new product -- Digital Biopsy. This product elevates ElscinTec's line of products. Aryt presently owns 50% of ElscinTec. 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 December 31, 2001, Aryt's total balance sheet amounted to $32,627 thousand, compared with $35,304 thousand on December 31, 2000. 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 December 31, 2001, current assets amounted to $11,074 thousand, compared with $27,139 thousand on December 31, 2000. The decrease 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 current 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 fixed investments. The increase in the inventory by $1,382 thousand compared to December 31, 2000 is mainly attributed to the first time 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. consolidation of Sensotech and ElscinTec. Long Term Investments, Loans and Liabilities As of December 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 $12,335 thousand compared with $2,837 thousand on December 31, 2000. The increase 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 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 to fixed investments including certain investments in marketable securities, which were reclassified as long-term investments. The decrease in the long-term investments is mainly attributed to the increase of Aryt's holdings in Sensotech, and the inclusion of Sensotech for the first time in the consolidated balance sheet of Aryt. Fixed Assets fixed assets npl → activo sg fijo fixed assets npl → immobilisations fpl fixed assets fix npl → , Net As of December 31, 2001, net fixed assets amounted to $1,843 thousand, compared with $1,628 thousand on December 31, 2000. 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 December 31, 2001, net other assets amounted to $7,375 thousand, compared with $3,605 thousand on December 31, 2000. The increase in net other assets is attributed mainly to goodwill associated with the purchase of new companies or companies which were consolidated for the first time. 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 December 31, 2001, current liabilities amounted to $8,583 thousand, compared with $5,566 thousand on December 31, 2000. The increase is mainly attributed to short-term bank loans obtained by Reshef and Amcoram, and to the first time consolidation of Sensotech and ElscinTec. Long Term Liabilities As of December 31, 2001, 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 $5,355 thousand, compared with $5,484 thousand on December 31, 2000. Equity As of December 31, 2001, 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 $18,522 thousand, constituting 57% of the total balance sheet, compared with $24,224 thousand on December 31, 2000, constituting 69% of the total balance sheet. This decrease is attributed to losses incurred during this twelve months period. CASH FLOW In the twelve months period ended December 31, 2001, there was a negative cash flow from current operations amounting to $3,553 thousand compared with $1,918 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 $309 thousand, resulting mainly from the sale of marketable securities less the costs of investments in subsidiaries and 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. , mainly the purchase of Aryt Systems and ElscinTec and the increase of Aryt's holdings in Sensotech and Sygmed. In the twelve months period ended December 31, 2001, there was a positive cash flow of $1,237 thousand from financial activity, compared with a negative cash flow of $296 thousand in the same period last year resulting from the purchase of debentures of Aryt by a consolidated company as well as of repayment of loans less proceeds received from exercising options that were issued by the company. RESULTS OF OPERATIONS Net Profit (Loss) In the twelve months period ended on December 31, 2001 Aryt had a net loss of $5,670 thousand compared with a net profit of $24,574 thousand in the same period, last year. Last year profit resulted from the sale of an affiliated company and of the shares received in exchange thereof. Sales The consolidated sales in the twelve months period ended on December 31, 2001 amounted to $10,063 thousand compared with $7,681 thousand in the same period, last year. The increase in revenues is mainly attributed to the inclusion for the first time of Sensotech and the proportionate inclusion of ElscinTec. During the twelve months period ended on December 31, 2001, the aggregate sales of the Aryt's group of companies (including proportionate sales of unconsolidated companies) amounted to $11,920 thousand, compared with $7,993 thousand in the same period, last year. The increase in aggregate sales is attributed to the first inclusion of ElscinTec and the increase in sales of Sensotech, Officecore and Voice Diary versus a decrease in sales of Sygmed. Research and Development Expenses Net R&D expenses in the twelve months period ended on December 31, 2001, amounted to $1,184 thousand, and were incurred mainly by Sensotech and ElscinTec. Same period last year Net R&D Expenses amounted to $858 thousand and were attributed to Reshef. Selling and Marketing Expenses Selling and marketing expenses in the twelve months period ended December 31, 2001 amounted to $904 thousand compared with $359 thousand in the same period, last year. The increase in selling and marketing expenses is mainly attributed to the inclusion for the first time of Sensotech and ElscinTec that contributed $477 thousand to the consolidated financial statement Consolidated financial statement A financial statement that shows all the assets, liabilities, and operating accounts of a parent company and its subsidiaries. , and an increase of $117 thousand in the expenses of Amcoram and Reshef of the Military Division, due to a strategic decision to expand the marketing efforts of Reshef's fuses and Amcoram's combat training systems. G&A Expenses G&A expenses in the twelve months period ended December 31, 2001, amounted to $4,754 thousand compared with $2,255 thousand in the same period, last year. The increase in the G&A expenses is mainly attributed to the first time inclusion of Sensotech and ElscinTec, that contributed $923 thousand to the consolidated financial statement, and an increase of $462 thousand in the G&A expenses of the companies of the Military Division attributed to the increasing activity of these companies to be reflected in the future periods. Financing Income / Expenses Net financing expenses in the twelve months period ended December 31, 2001, amounted to $889 thousand compared with financing income of $23,411 thousand in the same period, last year. The financing income last year resulted from the appreciation of Terayon Terayon Communication Systems, Inc. is a company that sells equipment to broadband service providers for delivering broadband voice, video and data services to residential and business subscribers. shares, received in exchange of shares of an affiliated company. Other Expenses, Net The Company's other expenses in the twelve months period ended December 31, 2001, amounted to $27 thousand compared with an income of $11,884 thousand in the same period, last year. Last year income is attributed to a gain from the sale of an affiliated company. 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 twelve months period ended December 31, 2001 was $0.13 compared with a profit of $0.58 in the same period, last year. Data of Affiliated Companies 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.
SALES NET PROFIT (LOSS)
(US Dollars (US Dollars
in thousands) in thousands)
IN THE 12 MONTHS IN THE 12 MONTHS
PERIOD ENDED PERIOD ENDED
DECEMBER 31 DECEMBER 31
-------------------- -----------------------
2001 2000 2001 2000
-------------------- -----------------------
Aryt Systems 7,255 7,221 (1,708) (1,707)
(Proforma)(a)
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Sygmed 507 600 (591) (205)
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Sensotech 1,292 109 (522) (981)
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Officecore 417 10 (120) (396)
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Voice Diary 110 46 (231) (194)
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ElscinTec 2,409 -- (1,128) --
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Sky Dart -- -- (69) --
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Total 11,990 7,986 (4,369) (3,483)
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(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 Amcoram -- In January January: see month. 2001,Amcoram declared and paid $1,137 thousand in dividends to Aryt. In January 2001, Aryt invested $1,137 thousand in Amcoram. In September September: see month. 2001, Aryt converted part of its long-term loan ($500 thousand) given to Amcoram into a non-redeemable treasury note bearing zero interest. Investment in ElscinTec -- In January 2001, Aryt completed the acquisition of all the shares in Tawton Ltd. for $1,250 thousand that owns 50% of the outstanding shares in ElscinTec Holdings Ltd. that owns 100% of the outstanding shares in ElscinTec. As part of this transaction Aryt provided guarantees in favor of upon the side of; favorable to; for the advantage of. See also: favor ElscinTec up to $1,250,000 for a period of three years. Aryt Systems Ltd. (previously Ram-Zur Industries Ltd.) -- In June June: see month. 28, 2001, the Company sold all its interests in Amcoram and Reshef to Aryt Systems in consideration of 36,571,150 Ordinary shares in Aryt Systems. In accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the regulation of the Tel-Aviv Stock Exchange Aryt had to sell part of its shares in Aryt Systems and following the sale Aryt presently owns 87% of Aryt Systems outstanding shares. Officecore.com, Ltd.-- In February February: see month. 2001, Aryt exercised its option to invest $300,000 in OfficeCore. As a result of this investment, Aryt increased its holdings in OfficeCore to 45% of the outstanding shares of OfficeCore. Sensotech Ltd. -- In February 2001, Aryt exercised its option to purchase additional 15% in Sensotech for $1 million. Consequently, Aryt increased its holdings in Sensotech to 53% of the outstanding shares of Sensotech. Acquisition of Business Activity and Share Issuance in Reshef to Soltam Systems Ltd. In March 2001, Reshef and Kaf Mem Fuzes Engineering (Soltam) Ltd. ("Soltam") signed an agreement. Pursuant to the agreement Reshef purchased from Soltam the electronic fuses business activity for $300,000. Concurrently con·cur·rent adj. 1. Happening at the same time as something else. See Synonyms at contemporary. 2. Operating or acting in conjunction with another. 3. Meeting or tending to meet at the same point; convergent. , Reshef and Soltam System Ltd. ("Soltam System") signed an agreement whereby Reshef issued to Soltam System shares for $300,000 so that consequently Soltam owns 10% of Reshef's outstanding shares. Soltam System has obtained an option to increase its holdings in Reshef up to Aryt Systems' share in Reshef, for its marketing and sales efforts and on the basis of their results. Sky Dart Ltd. In May 2001, Sky Dart Ltd., a private company in which Aryt owns 51% of its outstanding shares, acquired CTS's Patent and immediately gave CTS a license to use the patent for all the military applications. Additionally CTS waived its right to obtain financing of $300,000 from Aryt or Amcoram and instead Aryt has undertaken to finance Sky Dart or CTS up to the same amount. Sygmed Ltd. -- In July July: see month. 2001, Aryt exercised its option to purchase additional shares in Sygmed for $300,000. Following the additional investment, Aryt increased its holdings in Sygmed to 28% of the outstanding shares of Sygmed. Pionet Ventures Capital Investments Ltd. -- In January 2002, Aryt completed its investment of US$ 1,000,000 in Pionet for 52% 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 28% 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 total investment of Aryt in the purchase of Pionet's shares will amount to approximately US$ 1,100,000. The investment in Pionet, is part of the Company's reorganization plan A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. to merge the activities of its Medical Division into the acquired "shell company." Interested Party's Transactions -- Aryt signed an Employment Agreement with Mr. Gilad Shabtai, who serves as an active chairman of the boards of directors of Aryt and Aryt Systems and as a director of Reshef and Amcoram. Mr. Shabtai will receive a monthly wages (retroactively ret·ro·ac·tive adj. Influencing or applying to a period prior to enactment: a retroactive pay increase. [French rétroactif, from Latin from January 1, 2001) of approximately $15,000 (including expenses), at a total cost to the Company of approximately $18,500 per month. Since Mr. G. Shabtai is the brother of Mr. Benjamin Shabtai, which is a controlling shareholder of the Company, this transaction was subject to the approval of the Company's Audit committee, Board of Directors and Shareholders meeting. The Agreement was signed on March 28, 2001, and was approved by Aryt's Audit committee on January 30, 2001, by Aryt's Board of Directors on March 28, 2001, and by Aryt's Shareholders meeting on December16, 2001. The effectiveness of this agreement is January 1, 2001. POST BALANCE SHEET EVENTS Compliance with the TASE TASE Tel Aviv Stock Exchange TASE The All Seeing Eye TASE Tactical Air Support Element TASE Thrust Assessment Support Environment TASE Telecontrol Application Service Elements (IEC communications protocol) Regulations -- The Tel Aviv Stock Exchange Tel Aviv Stock Exchange Israel's only stock exchange. ("TASE") has informed Aryt Systems that since Aryt owns and holds more than 85% of Aryt Systems' outstanding shares, Aryt Systems is in violation VIOLATION. An act done unlawfully and with force. In the English stat. of 25 E. III., st. 5, c. 2, it is declared to be high treason in any person who shall violate the king's companion; and it is equally high treason in her to suffer willingly such violation. of the TASE regulations. In case this violation shall not be cured until March 31, 2002, Aryt Systems' shares may be de-listed from the TASE. Aryt and Aryt Systems are currently taking all necessary measures to enable Aryt Systems to be in compliance with the TASE regulations. SEE ATTACHED TABLES
ARYT INDUSTRIES LTD.
CONSOLIDATED BALANCE SHEETS
----------------------------------------------------------------------
U.S. Dollars in thousands
December 31,
----------------------------------
2001 2000
--------------- ---------------
Audited
----------------------------------
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents $ 965 $ 3,082
Short-term investments 1,493 15,395
Trade receivables 3,370 3,120
Other accounts receivable and
prepaid expenses 1,290 2,968
Inventories 3,956 2,574
--------------- ---------------
Total current assets 11,074 27,139
--------------- ---------------
LONG-TERM INVESTMENTS:
Investments in affiliates 1,383 2,734
Long-term investments 10,952 103
--------------- ---------------
Total long-term investments 12,335 2,837
--------------- ---------------
PRORETY AND EQUIPMENT, NET 1,843 1,628
--------------- ---------------
OTHER ASSETS, NET 7,375 3,605
--------------- ---------------
MINORITY INDEBTEDNESS -- (a)95
--------------- ---------------
Total assets $32,627 $35,304
=============== ===============
LIABILITIES AND SHAEHOLDERS' EQUITY
CURRENT LIABILITIES:
Credit from banks and others $ 3,391 $ 1,581
Trade payables 2,235 1,222
Other accounts payable and
accrued expenses 2,926 2,702
Customer advances 31 61
--------------- ---------------
Total current liabilities 8,583 5,566
--------------- ---------------
LONG-TERM LIABILITIES:
Convertible debentures 1,273 1,697
Credit from bank 2,293 2,537
Other long-term liabilities 1,204 839
Accrued severance pay 585 411
--------------- ---------------
Total long-term liabilities 5,355 5,484
--------------- ---------------
MINORITY INTEREST 167 (a)30
--------------- ---------------
SHAREHOLDERS' EQUITY 18,522 24,224
--------------- ---------------
Total liabilities and
shareholders' equity $32,627 $35,304
=============== ===============
(a) Reclassified
ARYT INDUSTRIES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------
U.S. Dollars in thousands
Year ended December 31,
-------------------------------------
2001 2000 1999
-------- -------- --------
Audited
-------------------------------------
Revenues from sales and
services $ 10,063 $ 7,681 $ 7,041
Cost of revenues 7,890 5,938 5,533
-------- -------- --------
Gross profit 2,173 1,743 1,508
-------- -------- --------
Operating expenses:
Research and development, net 1,184 858 845
Sales and marketing 904 359 426
General and administrative 4,754 2,255 1,452
-------- -------- --------
Total operating expenses 6,842 3,472 2,723
-------- -------- --------
Operating loss 4,669 1,729 1,215
Financial income (expenses), net (889) 23,411 (322)
Other income (expenses), net (27) 11,884 2,234
-------- -------- --------
Income (loss) before taxes
on income (5,585) 33,566 697
Taxes on income 31 8,594 --
-------- -------- --------
Income (loss) before equity
in losses of affiliate (5,616) 24,972 697
Equity in losses of affiliate 327 414 2,563
Minority interest in losses of
a subsidiaries (273) 16 --
-------- -------- --------
Net income (loss) $ (5,670) $24,574 $(1,866)
======== ======== ========
Earnings (loss) per NIS 1 nominal value of ordinary shares (in
dollars):
Basic earnings (loss) per share $ (0.13) $ 0.58 $ (0.05)
======== ======== ========
Diluted earnings (loss) per share $ (0.13) $ 0.51 $ (0.05)
======== ======== ========
ARYT INDUSTRIES LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------
U.S. Dollars in thousands
Three months ended
-------------------------------------
2001 2000 1999
-------- -------- --------
Unaudited
-------------------------------------
Revenues from sales and services $ 3,720 $ 2,967 $ 2,666
Cost of revenues 3,466 2,022 1,848
-------- -------- --------
Gross profit 254 945 818
-------- -------- --------
Operating expenses:
Research and development, net 414 436 106
Sales and marketing 238 100 78
General and administrative 1,252 874 545
-------- -------- --------
Total operating expenses 1,904 1,410 729
-------- -------- --------
Operating income (loss) (1,650) (465) 89
Financial income (expenses), net 69 (3,600) (23)
Other income (expenses), net 2 (972) 1,256
-------- -------- --------
Income (loss) before taxes on
income (1,579) (5,037) 1,322
Taxes on income -- 2,312 --
-------- -------- --------
Income (loss) before equity in
losses of affiliate (1,579) (2,725) 1,322
Equity in losses of affiliate (70) 205 618
Minority interest in losses of a
subsidiaries 121 16 --
-------- -------- --------
Net income (loss) $(1,528) $ 2,914 $ 704
======== ======== ========
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