SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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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
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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
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Name: Rachel Lavine
Title: President
Dated: April 7, 2003.
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1. Press release dated April 4, 2003.
EXHIBIT 1
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Elscint Ltd. Reports Fourth Quarter and Year End 2002 Results
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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
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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
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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 ($0.81)
basic earnings per share as compared with NIS 57.9 million or NIS 3.47 basic
earnings per share for the previous year.
About Elscint Limited
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Elscint Limited has interests in hotels in Western Europe, in hotel development
projects principally in Western and Central Europe and in the commercial and
entertainment center at Herzlia Marina in Israel.
This release contains certain forward-looking statements which involve known and
unknown risks, uncertainties or other factors not under the Company's control
which may cause actual results, performance or achievements of the Company to be
materially different from the results, performance or other expectations implied
by these forward-looking statements. These factors include, but are not limited
to, those detailed in the Company's periodic filings with the Securities and
Exchange Commission.
ELSCINT LIMITED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (1)
Convenience
translation
December 31, December 31, December 31,
2002 * 2001 2002
Adjusted NIS Adjusted NIS U.S.$
(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.