-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qnrl28QY/4pv9uqmgd65DFrt6LlV411Nip9dEReQUUOxjklSsXYqcvM/MwiIaBLL /ZjY9B7D9qeqU+ErgKkriQ== 0000910680-03-001064.txt : 20031204 0000910680-03-001064.hdr.sgml : 20031204 20031204153619 ACCESSION NUMBER: 0000910680-03-001064 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031203 FILED AS OF DATE: 20031204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELSCINT LTD CENTRAL INDEX KEY: 0000032522 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08781 FILM NUMBER: 031037878 BUSINESS ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 BUSINESS PHONE: 01197236086011 MAIL ADDRESS: STREET 1: 13 MOZES STREET CITY: TEL AVIV ISRAEL STATE: L3 ZIP: 67442 6-K 1 d944581-1.txt 12-2003 FORM 6K 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 December 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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): |_| Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): |_| Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. 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 If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________ Attached hereto as Exhibits 1 and 2 and incorporated herein by reference are the Registrant's press releases dated December 1, 2003. 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/ Uri Levine ----------------------- Name: Uri Levine Title: CFO Dated: December 2, 2003. -2- EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 1. Press release dated December 1, 2003. 2. Press release dated December 1, 2003. -3- EXHIBIT 1 --------- Elscint Limited Announces Share Repurchase Program - -------------------------------------------------- Monday December 1, 11:59 am ET TEL AVIV, Israel, Dec. 1 /PRNewswire-FirstCall/ -- Elscint Limited (NYSE: "ELT") (the "Company") today announced that its board of directors has approved the repurchase of ordinary shares of the Company in an aggregate amount of up to $3 million under a share repurchase program (either in the open market or in privately negotiated transactions). This program will be effective from January 1, 2004 until December 31, 2004. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the "Arena" commercial and entertainment center at Herzlia Marina in Israel. More information regarding the Company is available at: http://www.elscint.net 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. -4- EXHIBIT 2 --------- Elscint Ltd. Reports Third Quarter 2003 Results - ----------------------------------------------- Monday December 1, 5:27 pm ET TEL AVIV, Israel, Dec. 1 /PRNewswire-FirstCall/ -- Elscint Ltd. (NYSE: ELT - News), a subsidiary of Elbit Medical Imaging Ltd. (Nasdaq: EMITF - News), today announced its results for the third quarter of 2003 and for the nine month period ended September 30, 2003. Third Quarter Results - --------------------- Consolidated revenues for the third quarter of 2003 were NIS 60.2 million ($13.5 million) compared with NIS 52.3 million reported in the corresponding quarter last year. Revenues include NIS 3.4 million ($0.8 million) from the lease of the Bernard Shaw Hotel to a third party for a period of twenty-five years and NIS 9.0 million ($2.0 million) from operations of a new commercial and entertainment center in Herzlia, which was opened on a partial basis, in June, 2003. Revenues from operating and managing hotels decreased to NIS 47.8 million ($10.8 million) compared to NIS 52.3 million in the corresponding quarter last year. This decrease is attributable mainly to the change in the Bernard Shaw Hotel from hotel operation to lease of the property in early 2003, and to the closing of the Bucuresti Hotel in Romania for renovation. Gross profit for the third quarter of 2003 was NIS 19.5 million ($4.4 million) compared with NIS 22.4 million in the corresponding quarter of 2002. Operating loss for the third quarter of 2003 was NIS 6.2 million ($1.4 million) compared with NIS 4.5 million in the corresponding quarter of 2002. The increase in operating loss is mainly due to the decrease in gross profit and to an increase in selling and marketing expenses attributable to the new commercial and entertainment center in Herzlia; which was offset in part by decreases in Hotels' depreciation and operational expenses and in general and administrative expenses. Loss from continuing operations for the third quarter of 2003 was NIS 4.5 million ($1.0 million), or NIS 0.27 ($0.06) basic loss per share, compared with net income from continuing operation of NIS 5.2 million, or NIS 0.31 basic earning per share, for the corresponding quarter last year. The loss from continuing operations results primarily from an increase in finance expenses, net, to NIS 1.3 million ($0.3 million), from finance income, net, of NIS 10.8 million for the corresponding quarter of last year. This increase in finance expenses, net, is attributable mainly to exchange rate and inflation fluctuations. Loss from discontinuing operations for the third quarter of 2003 was NIS 2.3 million ($0.5 million), or NIS 0.14 ($0.03) basic loss per share, compared to net income from discontinuing operation of NIS 3.9 million or NIS 0.24 basic earnings per share, for the corresponding quarter last year. This decrease is attributable mainly to the profits of the subassemblies segment, which were reported in the third quarter of 2002, but subsequently sold in December 2002. -5- Loss for the third quarter of 2003 was NIS 6.8 million ($1.5 million), or NIS 0.41 ($0.09) basic loss per share, compared with net income of NIS 9.1 million, or NIS 0.55 basic earnings per share, for the same quarter last year. Nine-Month Results - ------------------ Consolidated revenues for the nine-month period ended September 30, 2003, were NIS 146.1 million ($32.9 million) compared with NIS 153.7 million reported in the corresponding period last year. Revenues include NIS 9.8 million ($2.2 million) from the lease of the Bernard Shaw Hotel to a third party for a period of twenty-five years and NIS 9.9 million ($2.2 million) from operations of a new commercial and entertainment center in Herzlia, which was opened on a partial basis, in June 2003. Revenues from operating and managing hotels decreased to NIS 126.5 million ($28.5 million) compared to NIS 152.2 million in the corresponding period last year. This decrease is attributable mainly to the change in the Bernard Shaw Hotel from hotel operation to lease of the property in early 2003, and to the closing of the Bucuresti Hotel in Romania for renovation. Gross profit for the nine-month period ended September 30,2003 was NIS 47.6 million ($10.7 million) compared with NIS 56.0 million in the corresponding period of 2002. Operating loss for the nine-month period ended September 30, 2003, was NIS 17.8 million ($4.0 million) compared with NIS 15.2 million in the corresponding period of 2002. The increase in operating loss is mainly due to the decrease in gross profit, and to an increase in selling and marketing expenses attributable to the new commercial and entertainment center in Herzlia; which was offset in part by decreases in Hotels' depreciation and operational expenses and in general and administrative expenses. Loss from continuing operations for the nine-month period ended September 30, 2003, was NIS 52.5 million ($11.8 million), or NIS 3.15 ($ 0.71) basic loss per share, compared with net income from continuing operations of NIS 9.1 million, or NIS 0.54 basic earnings per share, for the corresponding period of 2002. The loss from continuing operations results primarily from an increase in finance expenses, net, to NIS 37.6 million ($8.5 million) for the nine-month period ended September 30,2003, from finance income, net, of NIS 22.1 million for the corresponding period of 2002. This increase in finance expenses, net, is attributable mainly to exchange rate and inflation fluctuations. -6- Net income from discontinuing operations for the nine month period ended September 30, 2003, was NIS 7.4 million ($1.7 million), or NIS 0.45 ($0.10) basic earnings per share, compared with NIS 37.6 million or NIS 2.26 basic earnings per share, for the corresponding period last year. This decrease is attributable mainly to the profits of the subassemblies segment, which were reported in the nine-month period, ended September 30, 2002, but subsequently sold in December 2002. Loss for the nine-month period ended September 30, 2003 was NIS 45.1 million ($10.2 million), or NIS 2.70 ($0.61) basic loss per share, compared with net income of NIS 46.7 million, or NIS 2.80 basic earnings per share, for the corresponding period last year. The Company's Audit Committee and Board of Directors have decided to appoint Brightman Almagor & Co., the Israeli member of Deloitte Touche Tohmatsu, as the Company's auditors for the fiscal year ending on December 31, 2003, in order to unify the auditing of the Company and its subsidiaries under a single accounting firm. During 2003, Deloitte Touche Tohmatsu reviewed the financial statements of companies which represent a significant portion of the Company's active subsidiaries worldwide. Brightman Almagor & Co. will replace the Company's current auditors, Somekh Chaikin, a member of KPMG International. This decision is subject to the approval of the Company's shareholders at the next annual general meeting of the Company. Elscint Limited has interests in hotels in Western Europe, in hotel development projects principally in Western and Central Europe and in the commercial and entertainment center at Herzlia Marina in Israel. This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the Company's control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. Financial Tables Follow -7- ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1) ADJUSTED TO THE NIS OF SEPTEMBER 2003 Convenience translation September 30, December 31, September 30, 2003 2002 2002 2003 (Unaudited) (Audited) (Unaudited) U.S.$ Adjusted NIS (thousands) (thousands) ASSETS Current Assets Cash and cash equivalents 100,087 195,715 91,570 22,537 Short-term investments and deposits 161,728 158,367 155,163 36,417 Accounts receivable - trade, net 17,297 20,910 18,721 3,895 Other accounts receivable and prepaid expenses 44,550 27,774 21,433 10,032 Hotels inventories 2,359 3,269 3,062 531 326,021 406,035 289,949 73,412 Long-term Accounts and Investments Investments, loans and long-term receivables, net 87,165 353,704 347,238 19,627 Investments in affiliated company 25,921 -- 32,027 5,837 Venture capital investment -- 36,648 -- -- 113,086 390,352 379,265 25,464 Fixed Assets, Net 1,908,136 1,572,831 1,613,303 429,663 Other Assets, Net 15,445 11,130 12,052 3,478 Assets Related to Discontinuing Operation 15,579 167,251 112,437 3,508 2,378,267 2,547,599 2,407,006 535,525 (1) Prepared in accordance with Israeli GAAP. -8- ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED BALANCE SHEETS (1) ADJUSTED TO THE NIS OF SEPTEMBER 2003 Convenience translation September 30, December 31, September 30, 2003 2002 2002 2003 (Unaudited) (Audited) (Unaudited) U.S.$ Adjusted NIS (thousands) (thousands) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term credits 741,842 494,328 524,359 167,044 Accounts payable - trade 23,923 *31,927 22,724 5,387 Accrued liabilities 85,429 *74,194 85,856 19,236 Dividend declared -- 91,612 -- -- 851,194 692,061 632,939 191,667 Long-term Liabilities Long-term debts 438,017 621,614 618,526 98,631 Deferred income tax liability 12,263 9,927 10,781 2,761 Liability for employee severance benefits, net 893 295 505 201 451,173 631,836 629,812 101,593 Liabilities Related to Discontinuing Operations 90,412 198,582 108,909 20,358 Minority interest 29,029 29,965 29,128 6,537 Contingencies and Commitments Shareholders' Equity 956,459 995,155 1,006,218 215,370 2,378,267 2,547,599 2,407,006 535,525 * Reclassified. (1) Prepared in accordance with Israeli GAAP. -9- ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1) ADJUSTED TO THE NIS OF SEPTEMBER 2003 Nine months ended Three months ended September 30, September 30, 2003 2002 2003 2002 (Unaudited) (Unaudited) Adjusted NIS (thousands) Revenues Operating and managing hotels 126,487 152,201 47,794 52,335 Commercial and entertainment Center 9,851 -- 8,960 -- Hotel leasing 9,753 -- 3,402 -- Long-term contracts -- 1,515 -- -- 146,091 153,716 60,156 52,335 Cost of revenues Hotels operations and management 86,859 96,351 31,862 29,888 Commercial and entertainment Center 9,244 -- 7,958 -- Depreciation and other expenses of leased hotel 2,409 -- 811 -- Long-term contracts -- 1,398 -- -- 98,512 97,749 40,631 29,888 Gross profit 47,579 55,967 19,525 22,447 Hotels' depreciation, amortization and other operation expenses 37,541 44,005 13,454 16,496 Initial expenses, net 2,852 1,631 1,047 (361) Selling and marketing expenses 2,196 -- 2,022 -- General and administrative expenses 22,789 25,546 9,205 10,792 65,378 71,182 25,728 26,927 Operating loss (17,799) (15,215) (6,203) (4,480) Finance (expenses) income, net (37,631) *22,098 (1,280) *10,812 Other income (expenses), net 5,503 (450) 1,017 118 (Loss) income before income taxes (49,927) 6,433 (6,466) 6,450 Income taxes 3,152 2,318 2,194 (1,392) (Loss) income after income taxes (46,775) 8,751 (4,272) 5,058 The Company's share in loss of affiliated company (5,741) -- (225) -- Minority interest in loss of a subsidiary, net 1 315 41 182 Net (loss) income from continuing Operations (52,515) 9,066 (4,456) 5,240 Net income (loss) from discontinuing operation 7,428 *37,629 (2,328) *3,889 Net (loss) income (45,087) 46,695 (6,784) 9,129 -10- Convenience Convenience translation translation Nine months Three months Year ended ended ended December 31, September 30, September 30, 2002 2003 2003 (Audited) (Unaudited) U.S.$ (thousands) Revenues Operating and managing hotels 207,517 28,482 10,762 Commercial and entertainment Center -- 2,218 2,018 Hotel leasing -- 2,196 766 Long-term contracts 1,515 -- -- 209,032 32,896 13,546 Cost of revenues Hotels operations and management 133,747 19,558 7,175 Commercial and entertainment Center -- 2,082 1,792 Depreciation and other expenses of leased hotel -- 542 183 Long-term contracts 1,398 -- -- 135,145 22,182 9,150 Gross profit 73,887 10,714 4,396 Hotels' depreciation, amortization and other operation expenses 61,753 8,453 3,029 Initial expenses, net 1,780 642 236 Selling and marketing expenses -- 494 455 General and administrative expenses 31,702 5,132 2,073 95,235 14,721 5,793 Operating loss (21,348) (4,007) (1,397) Finance (expenses) income, net 12,857 (8,475) (288) Other income (expenses), net (21,589) 1,239 229 (Loss) income before income taxes (30,080) (11,243) (1,456) Income taxes 5,242 710 494 (Loss) income after income taxes (24,838) (10,533) (962) The Company's share in loss of affiliated company (2,858) (1,293) (51) Minority interest in loss of a subsidiary, net 882 1 9 Net (loss) income from continuing Operations (26,814) (11,825) (1,004) Net income (loss) from discontinuing operation 89,345 1,673 (524) Net (loss) income 62,531 (10,152) (1,528) * Reclassified. (1) Prepared in accordance with Israeli GAAP. -11- ELSCINT LIMITED AND SUBSIDIARY COMPANIES CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1) ADJUSTED TO THE NIS OF SEPTEMBER 2003 Nine months ended Three months ended September 30, September 30, 2003 *2002 2003 *2002 (Unaudited) (Unaudited) Adjusted NIS (thousands) Basic (loss) earnings per ordinary share (NIS 0.05 par value) from: Continuing operations (3.15) 0.54 (0.27) 0.31 Discontinuing operation 0.45 2.26 (0.14) 0.24 (2.70) 2.80 (0.41) 0.55 Diluted (loss) earnings per ordinary share (NIS 0.05 par value) from: Continuing operations (3.15) 0.35 (0.27) 0.30 Discontinuing operation 0.45 2.16 (0.14) 0.23 (2.70) 2.51 (0.41) 0.53 Convenience Convenience translation translation Nine months Three months Year ended ended ended December 31, September 30, September 30, 2002 2003 2003 (Audited) (Unaudited) U.S.$ (thousands) Basic (loss) earnings per ordinary share (NIS 0.05 par value) from: Continuing operations (1.60) (0.71) (0.06) Discontinuing operation 5.35 0.10 (0.03) 3.75 (0.61) (0.09) Diluted (loss) earnings per ordinary share (NIS 0.05 par value) from: Continuing operations (1.66) (0.71) (0.06) Discontinuing operation 5.12 0.10 (0.03) 3.46 (0.61) (0.09) * Reclassified. (1) Prepared in accordance with Israeli GAAP. -12- -----END PRIVACY-ENHANCED MESSAGE-----