Item 4: Information on the Company
Overview
We are a holding company. We currently hold, through a wholly owned
subsidiary, all of the outstanding share capital of Franz Kalff GmbH, a German
company engaged in the business of manufacturing through contractors, marketing
and sale of first aid kits primarily for the automotive industry and mainly in
Germany. We also hold an indirect interest in eLady Ltd., a Japanese Internet
commerce portal for women, and approximately 4.4% of the issued and outstanding
share capital of Leader Tech Ltd., a public Israeli company traded in the Tel
Aviv Stock Exchange that purchases and invests in emerging technology companies.
In 2002, we sold our holdings in Robomatix (Israel) Ltd. and in 2003, our
holdings in Edco Technologies 1993 Ltd., formerly Associative Computing Ltd. In
November 2002, we invested approximately $2,000,000 for the purchase of minority
stakes in Israel Land Development Insurance Company Ltd., and ICIC - The Israel
Credit Insurance Company Ltd., at the time both private Israeli insurance
companies. In May 2004, Israel Land Development Insurance Company Ltd. listed
its shares on the Tel Aviv Stock Exchange and in June 2004, we sold our shares
in ICIC - The Israel Credit Insurance Company Ltd. We plan to acquire interests
in other companies or businesses. Our holdings in non-technology-based
companies, such as Franz Kalff and insurance companies, allows us to diversify
our business activities and thereby lessens our reliance on any particular
industry sector.
10
We were incorporated under the laws of the State of Israel in 1982.
Our ordinary shares are listed on the over-the-counter bulletin board under the
symbol "RBMXF.OB". There is no non-United States trading market for our shares.
The address and phone number of our principal executive office is:
1 Azrieli Center
Tel-Aviv 67021, Israel
Tel.: 972-3-696-9222
A. History and Development
Our Past Activities
We were originally engaged in the fields of laser-based robotic
components and standardized on-line quality assurance systems. We designed,
developed, manufactured, marketed and provided support for standard and
customized systems, which employed proprietary software to integrate and control
diverse combinations of robotics, laser, ultrasound, imaging and vision
technologies. Such comprehensive automated systems offered solution systems for
laser cutting, measurement and inspection in aerospace, automotive and metal
industries.
We are no longer engaged in any of our original areas of activities.
In 1996, we discontinued or sold our activities in the field of laser-based
robotic components and standardized on-line quality assurance systems. In
November 1997, we sold our holdings in D.D.I.S. (Israel) Ltd., and in February
1999 another subsidiary, Associative Computing Ltd., sold substantially all of
its activities in the field of parallel image processing of color images for the
video and multivideo industry. During 1997 and 1998, we were primarily engaged
in providing maintenance services and technical support for systems sold by us
in previous years. We no longer provide such services. According to United
States generally accepted accounting practices or GAAP, because we discontinued
and sold our original operations, the revenues we derived from our original
operations, are not reflected in our financial statements.
Changes of Ownership and Capital Structure
On December 30, 1999, Silverboim Holdings Ltd., an Israeli company
that acquires publicly traded companies in need of new activities, purchased the
controlling block of our ordinary shares and several of our previous controlling
shareholders. After this change of control we focused our efforts on raising
the required capital to allow us to explore new business opportunities. We then
started, and plan to continue, to utilize our capital and resources primarily to
acquire substantial interests in promising technology based, Internet,
communication or other operating companies or businesses. We have two employees
and Silverboim Holdings, our principal shareholder, also provides us with
management and support services. The following description elaborates on our
activities following the discontinuation and sale of our remaining original
operations.
11
See "Item 6: Directors, Senior Management and Employees" and "Item 7:
Major Shareholders and Related Party Transactions."
On January 31, 2000, we issued an aggregate of 1,750,000 ordinary
shares to certain investors for an aggregate purchase price of $3,500,000. On
March 9, 2000, we issued an aggregate of 857,150 ordinary shares to certain
investors for the aggregate purchase price of approximately $3,000,000. Under
each of the share purchase agreements, we agreed to take all necessary actions
in order to register these shares for resale under the Securities Act of 1933.
Our registration statement on Form F-3 for the registration for resale of
5,083,952 of our ordinary shares became effective on July 11, 2000.
On November 15, 2000, we entered into a consultation and management
agreement with Silverboim Holdings, effective January 1, 2000, pursuant to which
Silverboim Holdings provides management, consulting and support services for
Robomatix in consideration for monthly payments of $10,000 plus VAT and
reimbursement of reasonable expenses. Additionally, on October 2000, our
shareholders approved a services agreement with Silverboim Holdings, effective
January 1, 2000, pursuant to which Silverboim Holdings provides us support and
administrative services, including secretarial and computer services, office
space and the payment of related expenses. The service fees under this
agreement are based on actual expenses up to $5,000 per month. In 2001 and
2002, we made no actual payment to Silverboim Holdings for support, services and
office space and management and consulting services, (except for actual out of
pocket expenses in connection with the management and consulting agreement in an
amount of $10,914) but recorded in our 2001 and in our 2002 financial statements
$60,000 for support, services and office space and $120,000 for management and
consulting services. In 2003, we paid Silverboim Holdings $104,000 on account of
our outstanding debt.
On January 24, 2001 we issued to Gilex Holding B.V. 1,200,000 of our
ordinary shares as partial consideration for the purchase from Gilex, through
Mersa, of Franz Kalff, for an aggregate amount of approximately $ 2,079. Since
the trading volume of our shares was low, the price per share was a result of
negotiations and does not reflect the public share price of Robomatix's shares.
The total purchase price was fully paid.
Recent Principal Capital Expenditures
On February 15, 2000, we entered into an agreement for the purchase of
the assets of Silverboim Technology (1999) Ltd., a wholly owned subsidiary of
Silverboim Holdings, for an aggregate purchase price of $885,000. In an
amendment to this agreement, dated November 15, 2000, Silverboim Holdings and
Silverboim Technology agreed to indemnify us against any loss or damage that
would result from the breach of any of their representations or covenants under
the agreement. The assets that we purchased under this agreement were: an
indirect interest in eLady Ltd., a convertible debenture in Dirad Technologies
(1999) Ltd. and shares of Kasparov Chess Online Inc. Subsequently, we increased
our direct and indirect holdings in Dirad, which also were exchanged for
securities of Leader Tech Ltd. and increased our direct and indirect holdings in
eLady. On January 24, 2001 we purchased all of the share capital of Franz
Kalff. Following reports on Kasparov's financial difficulties, we wrote off our
interests in Kasparov Chess Online Inc.
12
eLady Ltd. eLady is a Japanese Internet commerce portal for women.
eLady runs an Internet site through which it sells fashion accessories. Our
interests in eLady are held indirectly through Belas Holdings B.V., a Dutch
company. Prior to April 2003, eLady was wholly owned by Belas (other than
options issued to employees). Based on a review by our board of directors of the
fair value of our indirect interests in eLady as of December 31, 2000, we
decided to record an impairment loss of $2,000,000 from our long-term investment
in eLady in our financial statements for the year ended December 31, 2000 and
another $1,000,000 for the year ended December 31, 2001. In April and November
2003, eLady entered into stock subscription agreements for the issuance of
Series A Preferred Stock (22% of eLady's voting rights) to strategic investors
and current shareholders for a total consideration of $1.2 million resulting in
a decrease our indirect holding from 27% to 20%. The carrying amount of the
investment as of December 31, 2003 is $2,685. We estimate based on all the
relevant factors, including preferred stock's rights in case of liquidation or
sale of eLady, that the fair value of the investment in eLady exceeds the
carrying amount of the investment.
Leader Tech Ltd. and Dirad Management Technologies (2000) Ltd.
As of April 29, 2002, we hold approximately 4.4% of the issued share
capital of Leader Tech Ltd. Leader Tech is a private Israeli company that
invests in technology-based start-up companies and currently has a portfolio of
several companies. In addition we continue to hold 5% of the share capital of
Dirad Management Technologies (2000) Ltd. who together with Leader Holdings and
Investments Ltd. entered into a management services agreement with Leader Tech.
Pursuant to the services agreement Dirad Management Technologies and Leader
Holdings and Investments shall receive in consideration for the provision of
management services, a payment equal to 3% of the paid in equity of Leader Tech
and in any event not less than $225,000 per year. Of this consideration, Dirad
Management Technologies will be entitled to 1/3 of the management fees. In 2002,
we provided for an impairment loss of $390,000 based on the fair market value of
its holdings in Leader Tech at the time.
Franz Kalff GmbH
In January 2001, Mersa Holdings B.V., a Dutch company that is one of
our wholly-owned subsidiaries, purchased all of the outstanding share capital of
Franz Kalff from Gilex Holdings B.V. Franz Kalff is a German company engaged in
the business of manufacturing through contractors, marketing and sale of first
aid kits primarily for the automotive industry. At the time of the closing,
Gilex held 7.98% of the issued and outstanding ordinary shares of Silverboim
Holdings, and 29.8% of the capital share of Silverboim Holdings, on a fully
diluted basis. Additionally, Gilex has one representative on the board of
directors of Silverboim Holdings. For the current percentage of holdings of
Gilex in Silverboim Holdings, see "Item 7: Major Shareholders and Related Party
Transactions."
We paid $9 million for the share capital of Franz Kalff. The purchase
price was determined in negotiations with Gilex and was based upon our
investigations as to the German and European market for first aid kits, its
growth potential and the legal, business and financial condition and results of
operations of Franz Kalff. The purchase price was based on a valuation of Franz
Kalff conducted by an external evaluating firm, dated December 2000 and
comprised of: $6.3 million paid by Mersa in cash and $2.1 million paid in the
form of 1.2 million of our ordinary shares, which we issued to Gilex on January
24, 2001. A guarantee agreement, dated January 24, 2001, by and between us and
Gilex provides for the guarantee of Mersa's representations and undertakings
under the agreement for the purchase of Franz Kalff's share capital. Our
ordinary shares that were issued to Gilex represent approximately 8.8% of our
issued and outstanding ordinary shares immediately following such issuance. In
addition, Gilex and Starmites Corporation N.V., agreed to assign to Mersa a
number of shareholders' and other loans previously advanced to Franz Kalff and
its affiliate. These loans are non-interest bearing and are payable upon demand.
13
Mersa borrowed $6.3 million of the cash purchase price from us and an
additional $2.1 million, the value of the ordinary shares issued by us to Gilex
as part of the purchase price of the share capital of Franz Kalff. We advanced
$800,000 to Mersa from our available cash reserves and financed the remainder of
the loan to Mersa through a secured loan that we took from Bank Hapoalim in a
principal amount in Euro equal to $5.5 million. In December 2002, Franz Kalff
sold its land for the aggregate amount of $3,500,000. The amount of $ 3,500,000
(net the initial lease payment) was distributed to Mersa and Mersa transferred
most of the amount to Robomatix, which we used to repay Bank Hapoalim.
Currently, our Bank Hapoalim loan is repayable through November 2008 and
currently bears interest at 3.5% per annum for the loan denominated in Swiss
Francs and 6.29% per annum for the loan denominated in NIS. According to an
agreement with Bank Hapoalim, dated January 18, 2001, our obligations to the
Bank remain secured by security interests in: all of our assets, whether now
owned or later acquired; our bank account at Bank Hapoalim and in any moneys,
assets or rights whether now or later deposited or existing therein; and all
payments to be received from Mersa as dividends or as management fees; and
Mersa's bank account and in any moneys, assets or rights whether now or later
deposited or existing therein. Silverboim Holdings, our controlling shareholder,
guaranteed our loan. The agreement limits the right of Mersa to sell its shares
in Franz Kalff or to issue and sell its own shares to third parties. In
addition, subject to the requirements of the law and the ordinary course of
business of Mersa, we have agreed to use our best efforts to cause Mersa to pay
dividends as part of its regular course of business, and upon payments of
dividends, to deposit these payments in our bank account. These payments shall
then be used to repay the loan.
Insurance Company Investments
In November 2002, we entered into two agreements with the Israel Land
Development Insurance Holdings Ltd. for the purchase of minority shareholdings
in two of its subsidiary insurance companies, Israel Land Development Insurance
Company Ltd. and ICIC - The Israel Credit Insurance Company Ltd. Israel Land
Development Insurance Holdings is part of the Israel Land Development group,
which maintains a diversified portfolio of business enterprise, with activities
in publishing and other media, real estate development and property management,
leisure products, insurance and hotels.
In an agreement with the Israel Land Development Insurance Holdings
Ltd. we purchased for $1,238,000 approximately 2.4% of the shares of the Israel
Land Development Insurance Company Ltd., at the time a private multi-line
insurance company. As of May 2004, the shares of Israel Land Development
Insurance Company are listed on the Tel Aviv Stock Exchange. In connection with
the public offering, call and put options contained in the original agreement as
well as a voting agreement were terminated. As a result of the offering, our
shares are freely tradeable.
14
Simultaneously with the investment, we entered into a consulting
agreement with Israel Land Development Insurance Company Ltd. According to the
consulting agreement, we will provide Israel Land Development Insurance Company
with financial consulting services in return for approximately $57,000 in NIS,
per year, until the end of 2009.
In addition, we purchased for $825,000 approximately 5.3% of the
shares of ICIC - The Israel Credit Insurance Company Ltd., which insures
credit-based export and local transactions. In June 2004 we sold these shares
for approximately $766,000.
Our shares in Israel Land Development Insurance Company Ltd. are
pledged to Bank Hapoalim B.M. as security for a credit facility provided by the
bank for these transactions. In addition, as part of the arrangement with the
bank, the shares are currently held by the bank's trust company.
Recent Divestments
Robomatix (Israel) Ltd., which we sold in 2002, was originally engaged
in the production of inspection and measurement systems. Its former United
Kingdom subsidiary, Robomatix (U.K.) Ltd., provided maintenance services to
customers who bought certain systems manufactured by Robomatix Israel. During
1997 and 1998 Robomatix Israel eliminated its base of operations in Germany and
discontinued production of the inspection and measurement systems. In March
1999, it sold its holdings in the United Kingdom subsidiary to the general
manager of the United Kingdom subsidiary for one-pound sterling. The capital
loss on this sale, taking into account the waiver of the balance of the current
account with the United Kingdom subsidiary as of the transaction date, was
$28,000. The former United Kingdom subsidiary agreed to continue to provide
services to customers of Robomatix Israel as of the date of the transaction in
Europe, North America and the Far East.
15
In September 2002, we entered into an agreement for the sale of our
entire share holdings in Robomatix (Israel) Ltd. to SPL Software Ltd., an
Israeli company also held by Silverboim Holdings Ltd., one of our principle
shareholders. In accordance with the agreement SPL Software, agreed to pay us
approximately $570,000, payable in NIS in three equal installments, of which we
have received the first two. The third installment is linked to the Israeli cost
of living index and will be paid on the second anniversary of the transaction's
closing.
Commencing in December 2002 we entered into a series of agreements in
connection with Associative Computing Ltd., concluding in April 2003 with the
sale of all our shareholdings in Associative Computing and its debt to us, for
the aggregate amount of approximately $1,083,000, net of expenses. In December
2002, we and Associative Computing entered into a share purchase agreement with
Benny Konstantin, the sole shareholder of Edco Electronics Ltd. In accordance
with the agreement, Associative Computing issued to Konstantin shares
constituting 50% of its share capital. In addition, we agreed to refinance the
debt owed to us by Associative Computing and we assigned to Konstantin
approximately $2,00,000 out of the aggregate debt of approximately $2,800,000
owed to us by Associative Computing. In January 2003, in a separate agreement,
Associative Computing purchased some of the assets and activities of Edco
Electronics Ltd. for the aggregate amount of approximately $2,600,000. Following
this transaction, Associative Computing changed its name to Edco Technologies
(1993) Ltd.
In March 2003, we entered an agreement with Berger Holdings 1 (1992)
Ltd. according to which we sold to Berger Holdings all of our shares in Edco
Technologies Ltd and assigned the remaining debt as well as all of our rights
under the shareholders agreement and the management and consulting services
agreement. In consideration, we received a gross payment of approximately
$850,000 at the closing of the transaction and an additional gross sum of
approximately $425,000 will be paid in six equal quarterly installments, in NIS
linked to the Israeli consumer price index.
In June 2004, we sold all our shareholdings in ICIC - The Israel
Credit Insurance Company Ltd. for approximately $766,000.
B. Business Overview
As a holding company our business is conducted through our
subsidiaries and other companies in which we hold substantial interests. We
wholly own Franz Kalff GmbH, which is an operating company. We do not hold
controlling interests in LeaderTech, eLady and our insurance related portfolio
companies and therefore our business related discussion throughout this report
focuses on the business of Franz Kalff.
Franz Kalff GmbH
Franz Kalff was incorporated under the laws of Germany in 1883 and was
originally engaged in the processing of cotton and production of bandages. In
the late 1980's the share capital of Franz Kalff was purchased by Gilex, at
which time Franz Kalff has already been engaged in the business of manufacturing
and selling first aid kits. In 1996, following several unprofitable years,
Franz Kalff decided to discontinue the in-house manufacturing of first aid kits
and focus on marketing and sale while engaging outside contractors and suppliers
to manufacture the first aid kits. As a result, approximately 150 employees
were released and portions of the production facilities and warehouses were
leased to third parties. In 2002, Franz Kalff sold its land and leased it back
from the buyer of the land. Since 1997, and following the hiring of the current
managing director of Franz Kalff, Mr. Gunther Schuftan, Franz Kalff has shown
profit.
Today, Franz Kalff is among the leading suppliers of first aid kits in
Germany. The market for first aid kits in Germany is one of the largest in the
world because of legislation requiring all car owners to keep an adequate first
aid kit in their vehicles. Franz Kalff's growth potential is based, in part, on
similar legislation being enacted in the future in other member countries of the
European Union. Since first aid products are subject to rigid quality
standards, this industry does not present many opportunities to achieve a
competitive edge. However, Franz Kalff has achieved its competitive edge
through its patented inner design of the kits and its long lasting business
relations in the market place.
The address and phone number of Franz Kalff's registered office and
principal place of business is:
Franz Kalff GmbH
Dechant-Wolfgarten-Strabe 85
D-53881 Euskirchen, Germany
Tel: (49-2) 251-6260
16
Franz Kalff engages two contractors who are responsible for the
packaging of the first aid kits pursuant to its specific instructions. The
contractors receive the items comprising the first aid kits and their casings
from Franz Kalff, which purchases them from various suppliers, depending, among
other things, on the item's quality requirements. Franz Kalff's customers
consist of chain retail stores and automobile manufacturers. It has
approximately 200 customers with approximately 6,000 points of sale. Franz
Kalff has had continuing relations with most of its principal customers, which
include Metro-Group, Aldi-Group, REWE-Group, LIDL-Group (leading retail stores
in Germany), Ford-Group and BMW. Revenues from sales to its five principal
customers in the year 2003 constituted approximately 58% of Franz Kalff's total
revenues. Germany is the principal market place for Franz Kalff's first aid
kits (82% of sales) although Franz Kalff has marketed and sold its products in
other member countries of the European Union. Sales outside Germany are made
through outside distributors and independent agents.
Products. Franz Kalff manufactures through contractors, markets and
sells approximately 20 types of first aid kits. The principal differences
between the various types of the first aid kits relate to the intended use of
the kit. The first aid kits that are required to be kept in every car and
motorcycle must meet very specific standards that are set by the German
Institute for Norms, the Deutsche Institut fur Normung. The German Institute
specifies not only what items should be in each kit and their quantity but also
their quality. For example, the German Institute specifies the length, width
and material of every required bandage dressing in the kit. First aid kits
intended for use in places of business are also subject to specifications.
Under German law, there are various kinds of certifications required
in order to market and sell first aid kits. Franz Kalff was certified under ISO
9002 and EN 46002. As of the date of this report, Franz Kalff is certified under
the new standards DIN-ISO 9001:2000, EN-ISO 13485, 9342 EWG and ISO 14001
standards. The contents of other first aid kits which are not subject to
specification are also determined by their intended use. For example, the first
aid kits intended for use in a household contain more items than the kits
intended for cars and motorcycles, in order to provide for more risk related
situations not encountered on the road. The casing of the first aid kits is the
other difference between the various types of kits. The kits are offered in
plastic boxes or nylon bags, in various colors and with different designs of the
inner bags. Franz Kalff has a patent with respect to several inner bag designs,
which contain visible separate compartments for each item and appropriate
illustrations on each compartment.
17
The percentages of total revenues of Franz Kalff in the last three
years by type of first aid kits are set forth in the following table:
Type of First Aid Kit 2001 2002 2003
% of total % of total % of total
revenues revenues revenues
First aid kits meeting
the German Institute
standards 89.8 90 % 88 %
First aid kits not
meeting the German
Institute standards 6.6 7 % 8 %
First-aid blanket 1.2 -- --
First aid kits meeting
the German Institute
standards for industrial
use 2.4 3 % 4 %
Total 100.0 100.0 100.0
Franz Kalff purchases the items for the first aid kits and empty
casings from approximately 17 suppliers in Germany and outside of Germany.
German suppliers primarily provide products that are required to be sterile.
Other products are purchased from, among other entities, Asian suppliers.
Casings for the first aid kits are purchased from suppliers from the Netherlands
and Italy. In the year 2003, Franz Kalff had one principal suppliers providing
10% or more of the total items purchased by Franz Kalff (two suppliers providing
approximately 10% of the total items purchased, one supplier providing
approximately 9% of the total items purchased and one supplier providing
approximately 17% of the total items purchased). Although Franz Kalff
continually seeks to diversify its pool of suppliers, it believes that it is not
dependant on any particular supplier because there are other alternative
suppliers that can provide the required items for similar prices. Since many
items comprising the first aid kits are subject to German Institute
specifications, Franz Kalff is required to purchase these items from suppliers
that are properly certified to provide them. In addition to the verification
that the suppliers are certified to provide the items, the quality assurance
personnel at Franz Kalff make regular visits to the production facilities of its
suppliers to confirm that they meet the industry requirements.
Usually, Franz Kalff does not enter into written long-term agreements
with its suppliers to allow for flexibility in quantities according to market
conditions. At the beginning of the engagement, Franz Kalff estimates what
would be the scopes of its orders for the contract period, which is a year at
most, and the supplier sets its prices according to such estimates.
The prices of the first aid kit's items are not inherently volatile.
Other than the effect of crude oil prices and cellulose prices, such prices are
principally affected by general economic conditions. Crude oil is used for the
production of the nylon bags that Franz Kalff purchases for the casing of the
first aid kits. General economic conditions in Germany effect not only the
prices of items purchased from German suppliers but also the exchange rate of
the US dollar and British pound, which effect the cost of items purchased from
non-Euro zone suppliers.
Patents and Trademarks. Franz Kalff has 23 registrations of
patents on designs and 26 registrations of trademarks, which protect its inner
bag designs and brand names within several European countries, such as Germany,
England, Spain, Switzerland, France, Italy, The Netherlands and Portugal. Franz
Kalff is partially dependent on the continued use of the name "Kalff" because of
the positive goodwill associated with this name. Its patented inner bags provide
Franz Kalff a competitive advantage and sales of first aid kits in which items
are packaged in such patented inner bags have increased over the past few years.
18
Packaging. Franz Kalff engages two contractors to package its first
aid kits. The kits are packaged pursuant to specifications of quality, quantity
and inventory provided, and regularly observed, by Franz Kalff. The contractor
that performs approximately two thirds of the packaging for Franz Kalff also
uses operational space in the Franz Kalff facilities. Although Franz Kalff
works with only these two contractors, it is not dependent on them because it
believes that it could efficiently create a packaging department within Franz
Kalff or engage another contractor that is located in the vicinity of its place
of business. Franz Kalff has a contract with each of its contractors for a term
of one year to be extended automatically each year for an additional one year
period each unless terminated by a six months prior notice.
Selling and Marketing. Franz Kalff markets and sells its first aid
kits to retail stores and car manufacturers. It is the leading supplier of first
aid kits to retail stores in Germany, selling approximately 70% of the first aid
products in this market. The German market for first aid kits is affected by
the law requiring that a standard first aid kit be kept in every car. In the
event that a first aid kit is not provided by the car manufacturer, every owner
of a new car needs to purchase a first aid kit that meets the German Institute
specifications. The law requires that the sterile items of every first aid kit
be replaced every five years. In 1998 and 1999, the demand for first aid kits
substantially increased as a result of changes to the German Institute
specifications applicable to these first aid kits. This change forced all
owners of new cars to purchase first aid kits that would meet the new
specifications. Other car owners also purchased new first aid kits in order to
carry the best available item. In 2002 and 2003, there has been a significant
increase in Franz Kalff's sales outside of Germany.
The percentages of total revenues of Franz Kalff in the last three
years by marketing channels are set forth in the following table:
Marketing
Channels 2001 2001 2003
% of total revenues % of total revenues % of total revenues
Retail stores 74.4 63.4 63.7 %
Car
manufacturers 25.6 36.6 36.3 %
Total 100.0 100.0 100.0
The percentages of total revenues of Franz Kalff in the last three
years by geographic markets are set forth in the following table:
19
Geographical
Area 2001 2002 2003
% of total revenues % of total revenues % of total revenues
Germany 86.06 % 82.0 % 81.9 %
Export 13.94 % 18.0 % 18.1 %
Total 100.0 100.0 100.0
The principal retail store customers of Franz Kalff are Metro-Group,
Aldi Nord, Aldi Sud, REWE-Group and Lidl-Group, and the principal car
manufacturers customers of Franz Kalff are BMW, Ford-Group and VW (Audi). Franz
Kalff is the exclusive provider for Ford and provides specific types of first
aid kits exclusively to Audi. Generally, retail stores use only one provider
and car manufacturer use one provider for a specific car model. Agreements with
retail stores are usually for a term of one to three years, providing for a
target quantity, the type of products to be purchased and the terms of payment.
Customers are generally provided with a credit period of 30 to 90 days. The
retail stores typically assume responsibility for the promotion of the
products. Agreements with car manufacturers relate to the period of production
of a specific car model and they customarily provide for a 30 days credit
period. Franz Kalff's revenues from sales to its five principal customers in
the year 2003 constituted approximately 58% of its total revenues and therefore
Franz Kalff's business is dependent on the continuation of these relations.
However, since Franz Kalff has been providing its kits for most of these
customers for many years, it believes that its business relations with them will
continue.
Sales during the first six months of the years 1999 through 2003 have
been higher than sales during the later six months of these years because retail
stores normally conduct promotions and provide discounts with respect to first
aid kits products during the first six months of each year.
Sales outside of Germany and to certain car manufacturers are made
through outside distributors who receive commissions at varying percentages of
the consideration received from the sale of the kits. Agreements between Franz
Kalff and its distributors are in some cases verbal and terminable at will, and
in most cases, written and terminable by a three months prior notice.
Agreements with entities outside of Germany would ordinarily provide for a
single order of kits.
Competition. Franz Kalff is among the leading providers of first aid
kits for cars in Germany. Its major competitors are Paul Hartman AG, Holthaus
Medical, Leina Werke and Hans Hepp GmbH.
According to Franz Kalff's estimates, first aid kits that are designed
for use in cars and meet the required German Institute specifications are sold
primarily through retail stores (approximately 40%), car manufacturers
(approximately 36%) and other stores, such as supermarkets, department stores
and car accessories stores (approximately 24%). Sales of first aid kits for
cars constitute approximately 88% of the total sales of first aid kits while
sales of first aid kits for the household sector, industrial sector and
recreational activities constitute approximately 4%, 4% and 4%, of the total
sales of first aid kits, respectively. However, due to their accessibility,
more than half of the first aid kits that are designed for use in cars, are used
by consumers in other circumstances, such as in the household, in work places or
during recreational activities.
20
In the year 2003, Franz Kalff was a dominant provider of first aid
kits for cars to retail stores and car manufacturers in Germany and its leading
products were the first aid kits for cars and recreational activities. It is
difficult to estimate the share market percentages of each competitor in each
sector, but based on Franz Kalff's knowledge of the German market for first aid
kits, it has estimated that sales of its first aid kits constitute more that a
third of the total sales of first aid kits for cars in the German market. Franz
Kalff has further estimated that, in the retail stores level, sales of its first
aid kits constitute more than three quarters of the sales of first aid kits for
cars, and in the car manufacturers' level, sales of its first aid kits
constitute a little less than a third of the sales of first aid kits.
Although there are several companies competing in the German market
for first aid kits, most companies are dominant only in certain sectors. Franz
Kalff has maintained its competitive edge by developing its unique inner bag
designs and casings and thereby creating a distinguishable product, and by
maintaining high quality products. Its continuous success depends on its
ability to penetrate into other sectors of the market and to maintain the
quality of its products and the level of its customer service. In addition, it
is likely that competition will increase if the size of the market increases as
a result of the adoption by other members of the European Union of legislation
requiring car owners to maintain first aid kits in their cars. Therefore,
maintaining and developing Franz Kalff's connections outside of Germany are also
important.
Subsidiaries. In 2002, Franz Kalff merged with its limited
partnership subsidiary, Franz Kalff GmbH & Co.
Industrieanlagen-Kommanditgesellschaft. Pursuant to the court order, the assets
of the limited partnership accrued to Franz Kalff without liquidation. In
addition, Franz Kalff is the sole shareholder of Primacura Verwaltungs GmbH, a
German corporation. Primacura was originally engaged in the distribution of
certain products of Franz Kalff.
Property, Plants and Equipment. Through its subsidiaries, Franz Kalff
was the owner of land in Euskirchen, Germany where its offices and production
and warehouse facilities are located. In 2002, as a result of the court approved
merger, Franz Kalff became the direct owner of the land, which has a total
surface area of 63,245 square meters, of which 15,003 square meters contain
buildings and other facilities. Franz Kalff uses only a small portion of these
land and facilities for storage and its offices. Other portions are sub-leased
to third parties. In December 2002, following transfer of the land from the
subsidiaries to Franz Kalff, Franz Kalff entered into an agreement for the sale
of the land to the Israel Land Development Insurance Company Ltd. for
$3,500,000. Simultaneously, Israel Land Development Insurance Company leased
back to Franz Kalff the facilities for a fifteen year period, for annual rent of
$350,000. In connection with the leaseback of the land, we obtained a bank
guarantee for the sum of $ 350,000 from Bank Hapoalim. In addition, Silverboim
gave the purchaser (lessor) an independent guarantee in connection with the
lease. The annual income from these sub-leases is approximately € 80,000. Franz
Kalff believes that its offices are adequate to serve its needs for the
foreseeable future.
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Some of the materials used by one of the tenants of Franz Kalff, Franz
Kalff Vliesstoffe GmbH, are considered environmentally hazardous. Liability for
environmental damages to the land under German law rests with both the owner of
the damaged land and the person who caused the damage. Franz Kalff is insured
against environmental liability.
C. Organizational Structure
Robomatix is a member of the "Silverboim Group" of companies, which is
a diversified group of companies in Israel, including high-technology and real
estate companies. See "Item 7- Major Shareholders and Related Party
Transactions" for details of Silverboim's holdings in Robomatix.
See Exhibit 8.1 for a list of our significant subsidiaries and
portfolio investments.
D. Property, Plants and Equipment
Our offices are located at 1 Azrieli Center, Tel-Aviv, Israel, where
the offices of Silverboim Holdings, our principal shareholder, are located. On
October 2000, our shareholders approved a services agreement with Silverboim
Holdings, effective January 1, 2000, pursuant to which Silverboim Holdings
provides us with support and administrative services, including secretarial and
computer services, office space and the payment of related expenses. The
service fees under this agreement are based on actual expenses up to $5,000 per
month. In 2000 and 2001, we did not pay Silverboim Holdings any amount under
the services agreement but allocated $60,000 in our 2001 and in our 2002
financial statements. In 2003, we paid Silverboim Holdings $104,000 on account
of our outstanding debt. We believe that this is the fair market value of the
services that we receive from Silverboim and the office space that we occupy.
We believe that our offices are adequate to serve our needs for the
foreseeable future.
For the property of Franz Kalff, see "Business Overview - Property,
Plants and Equipment."
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