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 August 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 August 28, 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 Levin
--------------------------------------
Name: Uri Levin
Title: Chief Financial Officer
Dated: August 28, 2003.
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
----------- -----------
1. Press release dated August 28, 2003.
EXHIBIT 1
ELSCINT LTD. REPORTS SECOND QUARTER 2003 RESULTS
------------------------------------------------
TEL AVIV, ISRAEL - AUGUST 28, 2003- ELSCINT LTD. (NYSE: ELT), a
subsidiary of Elbit Medical Imaging Ltd. (NASDAQ: EMITF), today announced its
results for the second quarter of 2003 and for the six month period ended June
30, 2003.
SECOND QUARTER RESULTS
----------------------
CONSOLIDATED REVENUES for the second quarter of 2003 were NIS 43.8
million (US$10.2 million) compared with NIS 59.9 million reported in the
corresponding quarter last year.
Revenues include NIS 3.0 million (US$0.7 million) from the lease of the
Bernard Shaw Hotel to a third party for a period of twenty-five years and NIS
0.9 million (US$0.2 million) from operations of a new commercial and
entertainment center in Herzlia which was opened, on a partial basis, two weeks
before the end of the second quarter of 2003.
Revenues from operating and managing hotels decreased to NIS 39.9
million (US$9.3 million) compared to NIS 59.3 million in the same quarter last
year. This decrease is attributable mainly to discontinuing operations at the
Bernard Shaw hotel at the beginning of the year, as a consequence of leasing the
property; the closing of the Bucuresti Hotel in Romania for renovation; and a
general decrease in the revenues of hotels in Europe, mainly due to the war in
Iraq.
GROSS PROFIT for the second quarter of 2003 was NIS 16.2 million
(US$3.8 million) compared with NIS 22.1 million in the corresponding quarter of
2002.
OPERATING LOSS for the second quarter of 2003 was NIS 5.0 million
(US$1.2 million) compared with NIS 0.8 million for the second quarter of last
year. The increase in operating loss is mainly due to the decrease in gross
profit, and to the pre-opening costs of the new commercial and entertainment
center in Herzlia at the end of the quarter, which was offset in part by a
decrease in general and administrative expenses.
NET LOSS FROM CONTINUING OPERATIONS for the second quarter of 2003 was
NIS 30.7 million (US$7.1 million), or NIS 1.84 (US$0.43) basic loss per share,
compared with NIS 9.4 million, or NIS 0.56 basic loss per share, for the same
quarter last year.
The loss from continuing operations results primarily from an increase
in finance expenses, net, to NIS 30.8 million (US$7.1 million), from NIS 8.1
million for the same quarter of last year. This increase in finance expenses,
net, is attributable mainly to exchange rate and inflation fluctuations.
NET INCOME FROM DISCONTINUING OPERATIONS for the second quarter of 2003
was NIS 5.7 million (US$1.3 million), or NIS 0.34 (US$0.08) basic earnings per
share, compared to NIS 31.2 million or NIS 1.87 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 second quarter
of 2002, but subsequently sold in December 2002.
NET LOSS for the second quarter of 2003 was NIS 25.0 million (US$5.8
million), or NIS 1.50 (US$0.35) basic loss per share, compared with net income
of NIS 21.8 million, or NIS 1.31 basic earnings per share, for the same quarter
last year.
SIX-MONTH RESULTS
-----------------
CONSOLIDATED REVENUES for the six month period ended June 30 2003 were
NIS 86.8 million (US$20.1 million) compared with NIS 102.4 million reported in
the corresponding period last year.
Revenues include NIS 6.4 million (US$1.5 million) from the lease of the
Bernard Shaw Hotel to a third party for a period of twenty-five years and NIS
0.9 million (US$0.2 million) from operations of a new commercial and
entertainment center in Herzlia Herzlia which was opened, on a partial basis,
two weeks before the end of the second quarter of 2003. Revenues from operating
and managing hotels decreased to NIS 79.5 million (US$18.4 million) compared to
NIS 100.9 million in the corresponding period last year. This decrease is
attributed mainly to discontinuing operations at the Bernard Shaw hotel at the
beginning of the year, as a consequence of leasing the property, and to the
closing of the Bucuresti Hotel in Romania for renovation in December 2002.
GROSS PROFIT for the six-month period was NIS 30.8 million (US$7.2
million) compared with NIS 33.9 million in the corresponding period of 2002.
OPERATING LOSS for the six month period ended June 30, 2003 was NIS
11.7 million (US$2.7 million) compared with NIS 10.8 million in the
corresponding period of 2002. The increase in operating loss is mainly due to
the decrease in gross profit and to the pre-opening costs of the new commercial
and entertainment center in Herzlia at the end of the second quarter, which was
offset in part by a decrease in general and administrative expenses.
NET LOSS FROM CONTINUING OPERATIONS for the six month period ended June
30, 2003, was NIS 48.5 million (US$11.3 million), or NIS 2.91(US$0.67) basic
loss per share, compared with net income from continuing operations of NIS 0.8
million, or NIS 0.04 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 36.7 million (US$8.5 million) for the six month
period ended June 30,2003, fromfinance income, net, of NIS 11.7 million for the
corresponding period of 2002. This increase in finance expenses, net is
attributable mainly to exchange rate and inflation fluctuations.
NET INCOME FROM DISCONTINUING OPERATIONS for the six month period ended
was NIS 9.9 million (US$2.3 million), or NIS 0.59 (US$0.14) basic earnings per
share, compared to NIS 37.2 million or NIS 2.23 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 six month
period ended June 30,2002, but subsequently sold in December 2002.
NET LOSS for the second quarter of 2003 was NIS 38.7 million (US$9.0
million), or NIS 2.32 (US$0.53) basic loss per share, compared with net income
of NIS 38.0 million, or NIS 2.27 basic earnings per share, for the corresponding
period last year.
Elscint Limited has interests in hotels in Western Europe, in hotel development
projects principally in Western and Central Europe and in the commercial and
entertainment center at Herzlia Marina in Israel.
This release contains certain forward-looking statements which involve known and
unknown risks, uncertainties or other factors not under the Company's control
which may cause actual results, performance or achievements of the Company to be
materially different from the results, performance or other expectations implied
by these forward-looking statements. These factors include, but are not limited
to, those detailed in the Company's periodic filings with the Securities and
Exchange Commission.
FOR FURTHER INFORMATION:
COMPANY CONTACT INVESTOR CONTACT
Marc Lavine Rachel Levine
Elscint, Ltd. The Anne McBride Company
+972-3-608-6011 +212-983-1702, x.207
Mlavine@elscint.net rlevine@annemcbride.com
FINANCIAL TABLES FOLLOW
ELSCINT LIMITED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (1)
ADJUSTED TO THE NIS OF JUNE 2003
CONVENIENCE
JUNE 30, TRANSLATION
--------------------- DECEMBER 31, JUNE 30,
2003 * 2002 2002 2003
--------- -------- --------- -----------
(UNAUDITED) (AUDITED) (UNAUDITED)
---------------------- --------- -----------
U.S.$
ADJUSTED NIS (THOUSANDS) (THOUSANDS)
----------------------------------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 130,373 217,687 92,482 30,235
Short-term investments and deposits 146,319 156,593 156,709 33,933
Accounts receivable - trade, net 17,260 21,507 18,908 4,003
Other accounts receivable and prepaid expenses 36,846 23,695 21,647 8,545
Hotels inventories 2,249 2,952 3,093 522
--------- --------- --------- ---------
333,047 422,434 292,839 77,238
--------- --------- --------- ---------
LONG-TERM ACCOUNTS AND INVESTMENTS
Investments, loans and long-term receivables, net 322,300 355,554 350,698 74,745
Investments in affiliated company 26,869 -- 32,346 6,231
Venture capital investment -- 33,992 -- --
--------- --------- --------- ---------
349,169 389,546 383,044 80,976
--------- --------- --------- ---------
FIXED ASSETS, NET 1,790,912 1,506,435 1,629,378 415,332
--------- --------- --------- ---------
OTHER ASSETS, NET 14,704 10,890 12,172 3,410
--------- --------- --------- ---------
ASSETS RELATED TO DISCONTINUING OPERATION 16,500 171,099 113,557 3,827
--------- --------- --------- ---------
2,504,332 2,500,404 2,430,990 580,783
========= ========= ========= =========
* Reclassified.
(1) Prepared in accordance with Israeli GAAP.
ELSCINT LIMITED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (1)
ADJUSTED TO THE NIS OF JUNE 2003
CONVENIENCE
JUNE 30, TRANSLATION
--------------------- DECEMBER 31, JUNE 30,
2003 * 2002 2002 2003
--------- -------- --------- -----------
(UNAUDITED) (AUDITED) (UNAUDITED)
---------------------- --------- -----------
U.S.$
ADJUSTED NIS (THOUSANDS) (THOUSANDS)
----------------------------------- -----------
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term credits 580,771 478,537 529,584 134,687
Accounts payable - trade 15,783 40,371 22,950 3,660
Accrued liabilities 164,893 55,131 86,712 38,241
--------- --------- --------- ---------
761,447 574,039 639,246 176,588
--------- --------- --------- ---------
LONG-TERM LIABILITIES
Long-term debts 657,479 624,553 624,689 152,477
Deferred income tax liability 11,732 9,843 10,888 2,721
Liability for employee severance benefits, net 744 380 510 172
--------- --------- --------- -------
669,955 634,776 636,087 155,370
--------- --------- --------- -------
LIABILITIES RELATED TO DISCONTINUING OPERATIONS 89,851 189,938 109,994 20,838
--------- --------- --------- -------
MINORITY INTEREST 28,155 28,743 29,419 6,529
--------- --------- --------- -------
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY 954,924 1,072,908 1,016,244 221,458
--------- --------- --------- -------
2,504,332 2,500,404 2,430,990 580,783
========= ========= ========= =======
* Reclassified.
(1) Prepared in accordance with Israeli GAAP.
ELSCINT LIMITED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1)
ADJUSTED TO THE NIS OF JUNE 2003
CONVENIENCE CONVENIENCE
TRANSLATION TRANSLATION
SIX MONTHS THREE MONTHS
SIX MONTHS ENDED THREE MONTHS ENDED YEAR ENDED ENDED ENDED
JUNE 30, JUNE 30, DECEMBER 31, JUNE 30, JUNE 30,
------------------- ------------------- ------ ------ ------
2003 * 2002 2003 * 2002 2002 2003 2003
------- ------ ------- ------ ------ ------ ------
(UNAUDITED) (UNAUDITED) (AUDITED) (UNAUDITED)
------------------- ------------------- ------ ------------------
ADJUSTED NIS (THOUSANDS) U.S.$ (THOUSANDS)
------------------------------------------------------- ------------------
REVENUES
Operating and managing hotels 79,477 100,862 39,940 59,325 209,585 18,432 9,262
Commercial and entertainment
center 900 -- 900 -- -- 209 209
Hotel leasing 6,414 -- 2,965 -- -- 1,487 688
Revenue from long-term contracts -- 1,530 -- 597 1,530 -- --
------- ------ ------- ------ ------ ------ ------
86,791 102,392 43,805 59,922 211,115 20,128 10,159
------- ------ ------- ------ ------ ------ ------
COST OF REVENUES
Hotels operations and management 53,599 67,126 25,897 37,254 135,080 12,430 6,006
Commercial and entertainment
center 729 -- 729 -- -- 169 169
Depreciation of leased hotel 1,614 -- 954 -- -- 374 221
Cost of long-term contracts -- 1,412 -- 594 1,412 -- --
------- ------ ------- ------ ------ ------ ------
55,942 68,538 27,580 37,848 136,492 12,973 6,396
------- ------ ------- ------ ------ ------ ------
GROSS PROFIT 30,849 33,854 16,225 22,074 74,623 7,155 3,763
Hotels' depreciation, amortization
and other operation expenses 26,273 27,783 13,178 14,543 62,368 6,093 3,056
Initial expenses, net 3,437 2,012 2,277 435 1,798 797 528
General and administrative expenses 12,851 14,901 5,773 7,941 32,018 2,980 1,339
------- ------ ------- ------ ------ ------ ------
42,561 44,696 21,228 22,919 96,184 9,870 4,923
------- ------ ------- ------ ------ ------ ------
OPERATING LOSS (11,712) (10,842) (5,003) (845) (21,561) (2,715) (1,160)
Finance (expenses) income, net (36,705) 11,680 (30,808) (8,128) 12,985 (8,512) (7,145)
Other income (expenses), net 4,531 (573) 7,564 (545) (21,804) 1,051 1,754
------- ------ ------- ------ ------ ------ ------
(Loss) income before income taxes (43,886) 265 (28,247) (9,518) (30,380) (10,176) (6,551)
Income taxes 968 352 (374) (4) 5,294 223 (87)
------- ------ ------- ------ ------ ------ ------
(Loss) income after income taxes (42,918) 617 (28,621) (9,522) (25,086) (9,953) (6,638)
The Company's share in loss
of affiliated company (5,571) -- (1,956) -- (2,887) (1,292) (454)
Minority interest in (gain) loss
of a subsidiary, net (40) 134 (111) 126 891 (9) (25)
------- ------ ------- ------ ------ ------ ------
NET (LOSS) INCOME FROM CONTINUING OPERATIONS (48,529) 751 (30,688) (9,396) (27,082) (11,254) (7,117)
NET INCOME FROM DISCONTINUING OPERATION 9,853 37,217 5,716 31,216 90,235 2,285 1,326
------- ------- ------- ------ ------- ------ ------
NET (LOSS) INCOME (38,676) 37,968 (24,972) 21,820 63,153 (8,969) (5,791)
======= ======= ======= ====== ======= ====== ======
* Reclassified.
(1) Prepared in accordance with Israeli GAAP.
ELSCINT LIMITED AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATION (1)
ADJUSTED TO THE NIS OF JUNE 2003
CONVENIENCE CONVENIENCE
TRANSLATION TRANSLATION
SIX MONTHS THREE MONTHS
SIX MONTHS ENDED THREE MONTHS ENDED YEAR ENDED ENDED ENDED
JUNE 30, JUNE 30, DECEMBER 31, JUNE 30, JUNE 30,
--------------- --------------- ---- ---- ----
2003 * 2002 2003 * 2002 2002 2003 2003
---- ---- ---- ---- ---- ---- ----
(UNAUDITED) (UNAUDITED) (AUDITED) (UNAUDITED)
--------------- --------------- ---- ---------------
ADJUSTED NIS U.S.$
------------------------------------------------ ---------------
BASIC (LOSS) EARNINGS
PER ORDINARY SHARE (NIS 0.05
PAR VALUE) FROM:
Continuing operations (2.91) 0.04 (1.84) (0.56) (1.62) (0.67) (0.43)
Discontinuing operation 0.59 2.23 0.34 1.87 5.40 0.14 0.08
---- ---- ---- ---- ---- ---- ----
(2.32) 2.27 (1.50) 1.31 3.78 (0.53) (0.35)
===== ==== ===== ==== ==== ===== =====
DILUTED (LOSS) EARNINGS PER
ORDINARY SHARE (NIS 0.05
PAR VALUE) FROM:
Continuing operations (2.91) (0.14) (1.84) (0.67) (1.68) (0.67) (0.43)
Discontinuing operation 0.59 2.13 0.34 1.79 5.17 0.14 0.08
---- ---- ---- ---- ---- ---- ----
(2.32) 1.99 (1.50) 1.12 3.49 (0.53) (0.35)
===== ==== ===== ==== ==== ===== =====
* Reclassified.
(1) Prepared in accordance with Israeli GAAP.