6-K 1 form6k042003.txt FORM 6-K - 04/2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of April 2003 ----------------------- ELSCINT LIMITED (Translation of Registrant's Name into English) 13 Mozes Street, Tel Aviv 67442, Israel (Address of Principal Corporate Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: |X| Form 20-F |_| Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: |_| Yes |X| No Attached hereto as Exhibit 1 and incorporated by reference herein is the Registrant's press release dated April 4, 2003. On March 30, 2003, the Registrant's board of directors elected Mr. Shmuel Peretz as a member of the board, in accordance with the board's authority under Section 69 of the Registrant's Articles of Association. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ELSCINT LIMITED (Registrant) By: /s/ Rachel Lavine ------------------------- Name: Rachel Lavine Title: President Dated: April 7, 2003. EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 1. Press release dated April 4, 2003. EXHIBIT 1 --------- Elscint Ltd. Reports Fourth Quarter and Year End 2002 Results ------------------------------------------------------------- Friday April 4, 12:54 pm ET TEL-AVIV, Israel, April 4 /PRNewswire-FirstCall/ -- Elscint Ltd. (NYSE: ELT - News), a subsidiary of Elbit Medical Imaging Ltd. (Nasdaq: EMITF - News), today announced its results for the fourth quarter ended December 31, 2002, and for the year ended December 31, 2002. The Company announced that effective December 31, 2002 it has consummated a transaction for the sale of the manufacturing, assembly, engineering and integration operations (mainly for medical imaging equipment) of its sub-assemblies and components segment located at its Ma'alot facility in Northern Israel. Upon consummation of the transaction, the activities of the Company in the sub-assemblies and components segment in particular, and in the medical imaging area in general, have as a practical matter been discontinued. As a result, the accompanying financial tables reflect the assets and liabilities, which relate to the discontinuing operations in separate categories in the balance sheet, namely as "assets/liabilities relating to discontinuing operations." In addition, the transactions relating to the aforesaid operations are included in a separate category in the statement of operations entitled "income from discontinuing operations." The comparative figures for prior years have been reclassified in order to reflect these changes, retroactively, for all reported periods, by the presentation of the assets, liabilities, revenues and expenses which relate to the discontinuing operations separately from those which relate to the continuing operations. Fourth Quarter Results ---------------------- Consolidated revenues for the fourth quarter of 2002 were NIS 56.1 million ($11.8 million), as compared with NIS 43.9 million reported in the same quarter last year. The increase in revenues is attributable primarily to the commencement of operations at the Victoria London Hotel and the Sherlock Holmes Hotel, also in London, as well as to an increase in the exchange rate of the Euro and the British Pound against the NIS during the three-month period ended December 31, 2002. Gross profit for the fourth quarter of 2002 was NIS 18.1 million ($3.8 million) as compared with NIS 13.0 million in the corresponding quarter of 2001. This increase is primarily due to the increase in revenue as described above. Operating loss in the fourth quarter of 2002 was NIS 6.2 million ($1.3 million) as compared with NIS 10.6 million for the corresponding quarter of last year. The decrease in the operating loss is derived mainly from an increase in gross profit, offset in part by an increase in depreciation, amortization and operation expenses of the hotels, which resulted primarily from commencement of operations at the Victoria London Hotel and the Sherlock Holmes Hotel, and from an increase in the general and administrative expenses. Net loss from continuing operations for the fourth quarter of 2002 was NIS 36.4 million ($7.7 million), or NIS 2.18 ($0.46) basic earnings per share, as compared with net income of NIS 1.2 million, or NIS 0.07 basic earnings per share, for the same quarter last year. This increase is attributable mainly to net finance expenses, which totaled NIS 9.3 million ($1.9 million) for the fourth quarter 2002, as compared with finance income which totaled NIS 24.3 million during the same period of the previous year. The finance expenses in the fourth quarter of 2002 were derived primarily from revaluation of the NIS against the US$ of 2.75%, net of inflationary erosion of -0.46%, in the three month period ended December 31, 2002 as compared with devaluation of the NIS against the US$ of 1.4%, net of inflationary erosion of -0.58%, in the same period of the previous year. In addition the Company has recorded other expenses in the amount of NIS 21.4 million ($4.5 million) for the three month period ended December 31, 2002 as compared with NIS 2.7 million recorded in the same quarter in 2001, which derived principally from impairment of fixed assets and investments. Net income from discontinuing operations for the fourth quarter of 2002 was NIS 52.4 ($11 million) or NIS 3.14 ($0.66) basic earning per share as compared with NIS 0.8 million NIS 0.05 basic earnings per share for the same quarter last year. This increase is derived mainly from a NIS 37.9 million ($8.0 million) capital gain from the sale of the subassemblies and components operation. The total net income from continuing and discounting operations for the fourth quarter of 2002 was NIS 16 million ($3.3 million) or NIS 0.96 ($0.20) basic earnings per share as compared with NIS 2.0 million or NIS 0.12 basic earnings per share for the same quarter last year. Year End Results ---------------- Consolidated revenues for the year ended December 31, 2002 totaled NIS 212.1 million ($44.8 million) as compared with NIS 152.1 million reported for the year ended December 31, 2001. The increase in revenues is attributable primarily to the commencement of operations at the Victoria London Hotel and the Sherlock Holmes Hotel; the consolidation of the Bucuresti Hotel results for the full year ended December 31, 2002 as compared with consolidation of nine month results for the corresponding period of 2001; and an increase in the exchange rate of the Euro and the British Pound against the NIS during the year ended December 31, 2002. Gross profit for the year ended December 31, 2002 was NIS 75.0 million ($15.8 million) as compared with NIS 46.9 million in the corresponding period of 2001. This increase is primarily due to the increase in revenue described above. Operating loss for the year ended December 31, 2002 was NIS 21.6 million ($4.5 million) as compared with NIS 15.5 million in the same period of the previous year. This increase is derived from an increase in the hotels' depreciation and operational expenses, primarily due to commencement of operations at the Victoria London Hotel and Sherlock Holmes Hotel in London; as well as an increase in general and administrative expenses primarily due to dividend payments of NIS 3.3 million ($0.7 million) with respect to shares which are held by employees and which are recorded as an expense in the statement of operation. This increase was partially offset by the increase in the gross profit described above. Net loss from continuing operations was NIS 27.2 million ($5.7 million) or NIS 1.63 ($0.34) basic earnings per share as compared with net income from continuing operations of NIS 23.4 million or NIS 1.4 basic earnings per share, for the corresponding period of 2001. This decrease is attributable mainly to net finance income, which totaled NIS 13.0 million ($2.7 million) for the year ended December 31, 2002 as compared with NIS 66.3 million during the same period of the previous year. This finance income was derived primarily from devaluation of the NIS against the US$ of 7.3%, net of inflationary erosion of 6.5%, in the year ended December 31, 2002 as compared with the devaluation of the NIS against the US$ of 9.3%, net of inflationary erosion of 1.4%, in the same period of the previous year. Furthermore, the other expenses increased to NIS 21.9 million ($4.6 million) for the year ended December 31, 2002 as compared with NIS 13.3 million in the previous year mainly due to the impairment of fixed assets and investments. Net income from discontinuing operations for the year ended December 31, 2002 was NIS 90.6 million ($19.1 million) or NIS 5.43 ($1.15) basic earning per share as compared with NIS 34.5 million or NIS 2.07 basic earnings per share for the same period last year. The increase is attributable mainly to a capital gain from the sale of the Ma'alot Facility in the amount of NIS 37.9 million ($8.0 million) as well as an increase in the net profit the sub-assemblies and medical imaging segment. The total net income from continuing and discounting operations for the year ended December 31, 2002 was NIS 63.4 million ($13.4 million) or NIS 3.8 ($0.81) basic earnings per share as compared with NIS 57.9 million or NIS 3.47 basic earnings per share for the previous year. About Elscint Limited --------------------- Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the commercial and entertainment center at Herzlia Marina in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1) Convenience translation December 31, December 31, December 31, 2002 * 2001 2002 Adjusted NIS Adjusted NIS U.S.$ (thousands) (thousands) (thousands) ASSETS Current Assets Cash and cash equivalents 92,952 293,908 19,622 Short-term investments and deposits 157,505 154,675 33,250 Accounts receivable - trade, net 19,004 14,801 4,012 Other accounts receivable and prepaid expenses 21,757 21,326 4,593 Hotels Inventories 3,109 3,453 656 294,327 488,163 62,133 Long-term Accounts and Investments Investments, loans and long-term receivables, net 352,480 357,990 74,410 Investments in affiliated company 32,510 -- 6,863 Venture-Capital investments -- 29,518 -- 384,990 387,508 81,273 Fixed Assets, Net 1,637,656 1,359,870 345,716 Other Assets, Net 12,234 11,927 2,583 Assets Related to Discontinuing Operation 114,134 190,521 24,094 2,443,341 2,437,989 515,799 (1) Prepared in accordance with Israeli GAAP * Reclassified. ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1) Convenience translation December 31, December 31, December 31, 2002 * 2001 2002 Adjusted NIS Adjusted NIS U.S.$ (thousands) (thousands) (thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term credits 532,274 446,938 112,365 Accounts payable - trade 23,067 27,195 4,870 Accrued liabilities 87,153 48,642 18,398 Advance from customer in respect of project in progress, net -- 1,538 -- 642,494 524,313 135,633 Long-term Liabilities Long-term debts 627,863 601,333 132,545 Deferred income tax liability 10,943 18,296 2,310 Liability for employee severance benefits, net 513 361 108 639,319 619,990 134,963 Liabilities Related to Discontinuing Operations 110,553 255,438 23,338 Minority interest 29,568 27,916 6,242 Commitments and Contingencies Shareholders' Equity 1,021,407 1,010,332 215,623 2,443,341 2,437,989 515,799 (1) Prepared in accordance with Israeli GAAP * Reclassified. ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1) Convenience Translation Year ended December 31, December 31, 2002 * 2001 * 2000 2002 Adjusted NIS (thousands) U.S.$(thousands) Revenues Operating and managing hotels 210,650 141,898 108,088 44,469 Revenue from long-term contracts 1,538 10,221 20,367 325 212,188 152,119 128,455 44,794 Cost of revenues Hotels operations 135,766 97,692 69,924 28,661 Cost of long-term contracts 1,419 7,451 18,244 300 137,185 105,143 88,168 28,961 Gross profit 75,003 46,976 40,287 15,833 Hotels' depreciation, amortization and operation expenses 62,685 32,156 23,124 13,233 Initial expenses, net 1,807 4,036 1,848 381 General and administrative expenses 32,181 26,285 23,709 6,794 Operating loss (21,670) (15,501) (8,394) (4,575) Finance income (expenses), net 13,051 66,344 (20,599) 2,755 Other (expenses) income, net (21,915) (13,366) 2,667 (4,626) (Loss) income before income taxes (30,534) 37,477 (26,326) (6,446) Income taxes (5,321) 5,486 4,723 1,123 (Loss) income after income taxes (25,213) 31,991 (31,049) (5,323) The Company's share in loss of affiliated companies 2,902 9,899 3,302 612 Minority interest in loss of a subsidiary, net 896 1,313 -- 189 Net (loss) income from continuing Operations (27,219) 23,405 (34,351) (5,746) Net income from discontinuing operation 90,693 34,587 77,940 19,146 Net income 63,474 57,992 43,589 13,400 (1) Prepared in accordance with Israeli GAAP * Reclassified.