CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands
| | Six months ended | |
| | June 30, | |
| | 2015 | | | 2014 | |
| | Unaudited | |
| | | | | | |
Net loss | | $ | (2,125 | ) | | $ | (1,914 | ) |
| | | | | | | | |
Other comprehensive income (loss): | | | | | | | | |
Cash flow hedges: | | | | | | | | |
Changes in unrealized gains | | | 37 | | | | - | |
Reclassification adjustments for gains included in net income | | | (7 | ) | | | - | |
Net change | | | 30 | | | | - | |
| | | | | | | | |
Foreign currency translation adjustment | | | (187 | ) | | | (32 | ) |
| | | | | | | | |
Net change in accumulated comprehensive loss | | | (157 | ) | | | (32 | ) |
| | | | | | | | |
Comprehensive loss | | $ | (2,282 | ) | | $ | (1,946 | ) |
The accompanying notes are an integral part of the interim consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
| | Six months ended June 30, | |
| | 2015 | | | 2014 | |
| | Unaudited | |
Cash flows activities: | | | | | | |
| | | | | | |
Net loss | | $ | (2,125 | ) | | $ | (1,914 | ) |
Adjustments required to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 193 | | | | 163 | |
Stock-based compensation | | | 971 | | | | 677 | |
Amortization of intangible assets | | | 1,285 | | | | 591 | |
Accretion of payment obligation | | | 130 | | | | 341 | |
Change in liabilities presented at fair value and other long-term liabilities | | | 40 | | | | (251 | ) |
Change in operating assets and liabilities: | | | | | | | | |
Accrued severance pay, net | | | 163 | | | | 174 | |
Trade receivables | | | 1,390 | | | | 127 | |
Other accounts receivable and prepaid expenses | | | (972 | ) | | | (50 | ) |
Other assets | | | (12 | ) | | | (12 | ) |
Trade payables | | | 355 | | | | (102 | ) |
Deferred revenues | | | 2,225 | | | | 1,486 | |
Employees and payroll accruals | | | 421 | | | | 349 | |
Accrued expenses and other liabilities | | | (339 | ) | | | (145 | ) |
Tax benefit related to exercise of stock options | | | (60 | ) | | | - | |
Change in deferred taxes, net | | | 195 | | | | (165 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 3,860 | | | | 1,269 | |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchase of property and equipment | | | (283 | ) | | | (314 | ) |
Acquisition of company, net of cash acquired | | | (10,402 | ) | | | - | |
| | | | | | | | |
Net cash used in investing activities | | | (10,685 | ) | | | (314 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Proceeds from exercise of stock options, warrants and rights | | | 696 | | | | 695 | |
Tax benefit related to exercise of stock options | | | 60 | | | | - | |
Payment of contingent consideration | | | (2,054 | ) | | | - | |
| | | | | | | | |
Net cash provided by (used in) financing activities | | | (1,298 | ) | | | 695 | |
| | | | | | | | |
Foreign currency translation adjustments on cash and cash equivalents | | | 2 | | | | (12 | ) |
| | | | | | | | |
Increase (decrease) in cash and cash equivalents | | | (8,121 | ) | | | 1,638 | |
Cash and cash equivalents at the beginning of the period | | | 18,959 | | | | 16,481 | |
| | | | | | | | |
Cash and cash equivalents at the end of the period | | | 10,838 | | | | 18,119 | |
| | | | | | | | |
Supplemental disclosure of cash flow activities: | | | | | | | | |
Cash paid during the period for taxes | | $ | 1,028 | | | $ | 382 | |
| | | | | | | | |
Supplemental disclosure of non-cash investing activity: | | | | | | | | |
Issuance of shares related to acquisition | | $ | 6,599 | | | $ | - | |
The accompanying notes are an integral part of the interim consolidated financial statements.
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
Attunity Ltd. (the "Company" or "Attunity") develops, markets, sells and supports data management software solutions that enable data usage analytics as well as access, management, sharing and distribution of data, including so-called “Big Data,” across heterogeneous enterprise platforms, organizations, and the cloud. In addition, the Company provides maintenance, consulting, and other related services for its products.
The Company has wholly-owned subsidiaries in the United States, United Kingdom, Hong-Kong and Israel. The Company's subsidiaries are engaged primarily in sales and marketing.
NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES |
| a. | Unaudited interim consolidated financial statements: The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for a fair presentation of the Company's condensed consolidated financial statements.
The balance sheet at December 31, 2014 has been derived from the audited consolidated financial statements of the Company at that date but does not include all of information and footnotes required by GAAP for complete financial statements.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2014, included in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC") on April 14, 2015. Results for the six months ended June 30, 2015 are not necessarily indicative of results that may be expected for the year ending December 31, 2015.
Unless otherwise noted, all references to "dollars" or "$" are to United States dollars. |
| b. | Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 2:- | SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| c. | Impact of recently issued accounting standard not yet adopted: In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard was expected to be effective for entities like the Company in the first quarter of 2017. However, on July 9, 2015, the FASB agreed to delay the effective date of this standard to annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. |
On March 18, 2015 ("Closing Date"), the Company completed, through the Company's wholly owned subsidiary, Attunity Inc., the acquisition of 100% of the shares of Appfluent Technology, Inc., a Delaware corporation ("Appfluent"), a U.S.-based provider of data usage analytics for Big Data environments, including data warehousing and Hadoop. The results of operations of Appfluent are included in the consolidated financial statements starting with the Closing Date. Under the related acquisition agreement, the total consideration is composed as follows:
| - | $10,997 in cash paid on the closing date, of which $1,100 will be held in escrow for one year following the Closing Date. |
| - | 726,033 ordinary shares of the Company for total fair value of $6,600, out of which 581,862 shares were issued on the Closing Date and 144,171 shares were held-back to secure indemnity claims. The held-back shares were recorded as equity at fair market value of $1,253. |
| - | Milestone-based contingent payments in a total of up to $31,500, payable in 2016 and 2017. The milestone-based contingent payments are based on the Company's revenues recognized from sales of Appfluent products in the period between the Closing Date and December 31, 2015 and during 2016. These milestone-based contingent payments were measured at fair value at the Closing Date and recorded as a liability on the balance sheet in the amount of $1,616. The aforesaid milestone-based contingent payments are payable, subject to certain exceptions, in cash (60%) and ordinary shares of the Company (40%), based on the average price per share over a 30-day period prior to applicable payment date. |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- | ACQUISITION (Cont.) |
In addition, the Company incurred acquisition related costs in a total amount of $561, which are included in general and administrative expenses. Acquisition related costs include legal, accounting fees and other external costs directly related to the acquisition.
The main reason for this acquisition was to expand the Company's offering with data usage analytics for Big Data environments, including data warehousing and Hadoop, to enable customers’ understanding data usage and processing workload to optimize cost and performance.
Purchase price allocation:
Under business combination accounting principles, the total purchase price was allocated to Appfluent's net tangible and intangible assets based on their estimated fair values as set forth below. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The goodwill is primarily attributable to expected synergies resulting from the acquisition.
The purchase price allocation for the acquisition has been determined as follows:
Cash and cash equivalents acquired | | $ | 595 | |
Accounts receivables and other current assets | | | 82 | |
Deferred revenues | | | (504 | ) |
Trade payables, accrued expenses and other current liabilities | | | (154 | ) |
Non-current liabilities | | | (123 | ) |
Deferred taxes, net | | | (1,044 | ) |
Developed technology (1) | | | 6,350 | |
Customers relationships (2) | | | 382 | |
Goodwill | | | 13,629 | |
| | | | |
Total purchase price | | $ | 19,213 | |
| (1) | Developed technology represents a combination of Appfluent's processes and trade secrets related to the design and development of its products. This proprietary know-how can be leveraged to develop new technology and improve the Company products and is amortized over 5 years using the straight line method. |
| (2) | Customer relationships represent the underlying relationships and agreements with Appfluent installed customer base and are amortized over 7 years using the accelerated method. |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 3:- | ACQUISITION (Cont.) |
In performing the purchase price allocation, the Company considered, among other factors, analysis of historical financial performance, the best use of the acquired assets and estimates of future performance of Appfluent's products. In its allocation, the Company also conducted a valuation of intangible assets based on a market participant approach to valuation using an income approach and in connection therewith considered the report of an independent third party valuation firm and estimates and assumptions provided by management.
The following unaudited condensed combined pro forma information for the six months ended June 30, 2015 and 2014, gives effect to the acquisition of Appfluent as if it had occurred on January 1, 2014. The pro forma information is not necessarily indicative of the results of operations, which actually would have occurred had the acquisition been consummated on that date, nor does it purport to represent the results of operations for future periods. For the purposes of the pro forma information, the Company has assumed that net loss includes additional amortization of intangible assets related to the acquisition of $682 and $689 in the six months ended in June 30 2015 and 2014, respectively, and related tax effects.
| | Six months ended | |
| | June 30, | |
| | 2015 | | | 2014 | |
| | Unaudited | |
| | | | | | |
Revenues | | $ | 24,526 | | | $ | 16,050 | |
Net loss | | $ | (903 | ) | | $ | (6,144 | ) |
Basic and diluted loss per share | | $ | (0.06 | ) | | $ | (0.41 | ) |
NOTE 4:- | FAIR VALUE MEASUREMENTS |
FASB Accounting Standards Codification ("ASC") No. 820, "Fair Value Measurements and Disclosures" defines fair value and establishes a framework for measuring fair value. According to ASC No. 820, fair value is an exit price, representing the amount that would be received for selling an asset or paid for the transfer of a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. |
| Level 2: | Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| Level 3: | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 4:- | FAIR VALUE MEASUREMENTS (Cont.) |
The Company measures the contingent payment obligations payable, if any, in connection with acquisitions ("Contingent Considerations"), foreign currency derivative contracts and other derivative instruments at fair value. Foreign currency derivative contracts are classified within Level II as the valuation inputs are based on quoted prices and market observable data of similar instruments. The Contingent Considerations related to acquisitions and liabilities presented at fair value are classified within Level III as the valuation inputs are based on significant inputs not observable in the market. See also note 5 below.
There have been no transfers between fair value measurements levels during the six months ended June 30, 2015.
The below table sets forth the Company's assets and liabilities that were measured at fair value as of June 30, 2015 and December 31, 2014 by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
| | As of June 30, 2015 (unaudited) | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
Assets: | | | | | | | | | | | | |
Foreign exchange contracts | | $ | - | | | $ | 87 | | | $ | - | | | $ | 87 | |
| | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | |
Contingent Consideration related to acquisitions | | | - | | | | - | | | | 4,178 | | | | 4,178 | |
Liabilities presented at fair value | | | - | | | | - | | | | 965 | | | | 965 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | - | | | | - | | | | 5,143 | | | $ | 5,143 | |
| | December 31, 2014 | |
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | |
Contingent Consideration related to acquisitions | | $ | - | | | $ | - | | | $ | 4,486 | | | $ | 4,486 | |
Foreign exchange contracts | | | - | | | | 196 | | | | - | | | | 196 | |
Liabilities presented at fair value | | | - | | | | - | | | | 906 | | | | 906 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | $ | - | | | $ | 196 | | | $ | 5,392 | | | $ | 5,588 | |
The following table set forth the change of fair value measurements that are categorized within Level 3:
Total fair value as of January 1, 2015 | | $ | 5,392 | |
Acquisition | | | 1,616 | |
Cash settlements | | | (2,054 | ) |
Changes in fair value recognized in expenses | | | 59 | |
Accretion of payment obligation | | | 130 | |
| | | | |
Total fair value as of June 30, 2015 (unaudited) | | $ | 5,143 | |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 5:- | CONTINGENT CONSIDERATION |
The fair value of the Contingent Considerations was estimated based several factors of which the most significant is the Company's revenue projections. The company used a Monte Carlo Simulation of the triangular model with a discount rate of 16%. Contingent Considerations are revalued to current fair value at each reporting date. Any change in the fair value as a result of time passage is recognized in the financial expenses; any other changes in significant inputs such as the discount rate, the discount period or other factors used in the calculation, is recognized in operation expenses in the consolidated results of operations in the period the estimated fair value changes. Contingent Considerations will continue to be accounted for and measured at fair value until the contingencies are settled during fiscal years 2016 and 2017. Accretion of the Contingent Considerations is included in financial expenses, net.
NOTE 6:- | GOODWILL AND OTHER INTANGIBLE ASSETS, NET |
| | June 30, | | | December 31, | |
| | 2015 | | | 2014 | |
| | Unaudited | | | Audited | |
| | | | | | |
Goodwill, beginning of year | | $ | 17,467 | | | $ | 17,748 | |
Revaluation (foreign currency exchange differences) | | | (153 | ) | | | (281 | ) |
Acquisition | | | 13,629 | | | | - | |
| | | | | | | | |
Goodwill, period end | | $ | 30,943 | | | $ | 17,467 | |
| b. | Net other intangible assets consisted of the following: |
| | June 30, | | | December 31, | |
| | 2015 | | | 2014 | |
| | Unaudited | | | Audited | |
Original amount: | | | | | | |
Core technology | | $ | 13,384 | | | $ | 7,034 | |
Customer relationships | | | 1,981 | | | | 1,599 | |
Non-competition agreement | | | 224 | | | | 224 | |
| | | 15,589 | | | | 8,857 | |
Accumulated amortization: | | | | | | | | |
Core technology | | | 3,442 | | | | 2,315 | |
Customer relationships | | | 1,214 | | | | 1,084 | |
Non-competition agreement | | | 84 | | | | 56 | |
| | | 4,740 | | | | 3,455 | |
Other intangible assets ,net: | | | | | | | | |
Core technology | | | 9,942 | | | | 4,719 | |
Customer relationships | | | 767 | | | | 515 | |
Non-competition agreement | | | 140 | | | | 168 | |
| | | | | | | | |
| | $ | 10,849 | | | $ | 5,402 | |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 6:- | GOODWILL AND OTHER INTANGIBLE ASSETS, NET (cont.) |
| | The estimated future amortization expense of other intangible assets as of June 30, 2015 for the years ending: |
Year ending December 31, | | | |
2015 | | $ | 1,577 | |
2016 | | | 2,786 | |
2017 | | | 2,414 | |
2018 | | | 1,990 | |
Thereafter | | | 2,082 | |
| | | | |
| | $ | 10,849 | |
NOTE 7:- | LIABILITIES PRESENTED AT FAIR VALUE |
According to the loan agreement ("Agreement") with Plenus Technologies Ltd. and its affiliates, ("Plenus"), dated January 31, 2007 (as amended on March 30, 2009 and September 4, 2011), Plenus is entitled to consideration of 15% of the proceeds payable in a Fundamental Transaction (as defined in the Agreement), upon consummation of a Fundamental Transaction until December 31, 2017. During such period, Plenus may elect to receive $300 in cash in lieu of such compensation. This compensation right was accounted for in accordance with ASC No. 815-40, "Derivatives and Hedging", based on which it was considered as a derivative and presented at fair value, with liabilities presented at fair value and other long term liabilities, which is marked to market at each reporting period. As of June 30, 2015 and December 31, 2014, the liability amounted to $965 and $906, respectively. The fair value of this derivative was conducted by management, and in connection therewith considered the report performed by an independent third-party valuation firm, using the Binomial Model for options valuation based on assumptions provided by management.
NOTE 8:- | DERIVATIVES AND HEDGING ACTIVITIES |
The Company follows FASB ASC No. 815," Derivatives and Hedging" which requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of hedging transaction. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Due to the Company's global operations, it is exposed to foreign currency exchange rate fluctuations in the normal course of its business. The Company used derivative financial instruments, specifically foreign currency forward and option contracts (“Hedging Contracts“), to manage exposure to foreign currency risks, by hedging a portion of the Company's forecasted expenses denominated in New Israeli Shekels expected to occur within a year. The effect of exchange rate changes on foreign currency Hedging Contracts is expected to partially offset the effect of exchange rate changes on the underlying hedged item.
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 8:- | DERIVATIVES AND HEDGING ACTIVITIES (cont.) |
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses from contracts that were not designated as hedging instruments are recognized in "financial expenses, net". As of June 30, 2015 and December 31, 2014, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was $3,988 and $6,574, respectively.
The fair value of the Company's outstanding derivative designated as cash flow hedging instruments was $30 and $0, as of June 30, 3015 and December 31, 2014, respectively, which is included within ”Other accounts receivable and prepaid expenses” in the balance sheet.
As of June 30, 3015, the fair value of the Company’s outstanding Hedging Contracts that were not designated as hedging instruments was recorded as asset of $57, included in the balance sheet within "Other accounts receivable and prepaid expenses".
As of December 31, 2014, the fair value of the Company’s outstanding Hedging Contracts that were not designated as hedging instruments, was recorded as a liability of $196, included in the balance sheet within "Accrued expenses and other current liabilities".
NOTE 9:- SHAREHOLDERS' EQUITY
| 1. | During the six months ended June 30, 2015, 19,701 warrants were exercised into 19,701 of the Company's ordinary shares for a total amount of $10. |
| 2. | The fair value for options granted in the periods presented is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions: |
| | Six months ended June 30, | |
| | 2015 | | | 2014 | |
| | Unaudited | |
| | | | | | |
Risk free interest | | | 1.20 | % | | | 1.16 | % |
Dividend yields | | | 0 | % | | | 0 | % |
Volatility | | | 54 | % | | | 63 | % |
Expected life (in years) | | | 4 | | | | 4 | |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data
NOTE 9:- | SHAREHOLDERS' EQUITY (Cont.) |
| 3. | The following is a summary of the Company's stock options activity for the six months ended June 30, 2015: |
| | Number of options (in thousands) | | | Weighted Average exercise price (per share) | | | Weighted- average remaining contractual term (in years) | | | Aggregate intrinsic value (1) | |
| | Unaudited | |
| | | | | | | | | | | | |
Outstanding at December 31, 2014 | | | 1,889 | | | $ | 6.53 | | | | 3.97 | | | $ | 8,148 | |
Granted | | | 269 | | | | 12.9 | | | | | | | | | |
Exercised | | | (268 | ) | | | (2.55 | ) | | | | | | | | |
Forfeited | | | (29 | ) | | | (9.1 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding at June 30, 2015 | | | 1,861 | | | $ | 7.99 | | | | 4.09 | | | $ | 9,592 | |
| | | | | | | | | | | | | | | | |
Exercisable at June 30, 2015 | | | 862 | | | $ | 5.17 | | | | 2.79 | | | $ | 6,823 | |
| | | | | | | | | | | | | | | | |
Vested and expected to vest at June 30, 2015 | | | 1,772 | | | $ | 7.86 | | | | 4.03 | | | $ | 9,359 | |
| (1) | Calculation of aggregate intrinsic value for options outstanding and exercisable as of June 30, 2015 is based on the share price of the Company's ordinary shares as of June 30, 2015 which was $13.07 per share. |
| 4. | The weighted average fair value of options granted during the six months ended June 30, 2015 was $5.54. |
| 5. | The following table shows the total stock-based compensation expense included in the interim consolidated statements of operations: |
| | Six months ended June 30, | |
| | 2015 | | | 2014 | |
| | Unaudited | |
| | | | | | |
Research and development | | $ | 221 | | | $ | 191 | |
Selling and marketing | | | 446 | | | | 298 | |
General and administrative | | | 304 | | | | 188 | |
| | | | | | | | |
Total stock-based compensation expense | | $ | 971 | | | $ | 677 | |
ATTUNITY LTD. AND ITS SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
U.S. dollars in thousands, except share and per share data