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
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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 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
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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/ Uri Levine
-----------------------
Name: Uri Levine
Title: CFO
Dated: December 2, 2003.
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EXHIBIT INDEX
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Exhibit No. Description
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1. Press release dated December 1, 2003.
2. Press release dated December 1, 2003.
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EXHIBIT 1
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Elscint Limited Announces Share Repurchase Program
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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.
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EXHIBIT 2
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Elscint Ltd. Reports Third Quarter 2003 Results
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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
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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
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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.
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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-