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Elbit Imaging-M Ltd. Interim / Quarterly Report 2005

Jun 2, 2005

6760_rns_2005-06-02_5d446aec-e00b-4448-90b2-8f50a3b254dc.pdf

Interim / Quarterly Report

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FOR IMMEDIATE RELEASE

ELBIT MEDICAL IMAGING LTD. ANNOUNCES

FIRST QUARTER 2005 RESULTS

Tel Aviv, Israel - June 2, 2005- Elbit Medical Imaging Ltd. (NASDAQ: EMITF) ("EMI" or the “Company") today announced its consolidated results for the first quarter, which ended March 31, 2005.

First quarter Results:

Net loss for the first quarter of 2005 totaled NIS 11.0 million (US$2.5 million), compared with a net income of NIS 30.3 million (US$6.9 million) in the corresponding period of 2004.

Commentary on the First Quarter:

Mr. Shimon Yitzhaki, President of Elbit Medical Imaging commented: “The results of the first quarter of 2005 include irregular amounts of NIS 10 million (US$2.3 million), resulting from initiation expenses regarding the tender offer for Channel 2 and expenses relating to employee stock benefits. In addition, these results do not reflect the substantial profit we are expecting from the transaction with Klepierre that was recently announced. We anticipate recording that profit during fiscal years 2005 and 2006.

Mr. Yitzhaki further commented: “The dividend distributed during the first quarter of 2005 in the amount of US$ 37 million, demonstrates the Company’s desire to share its success with its shareholders”.

The breakdown of revenue by sector of activity is presented in the following table (in NIS thousands):

For the 3-month For the twelve-month For the twelve-month For the twelve-month For the twelve-month
period ended Mar 31 period ended Dec 31
2005
%
2004 % 2004 % 2003 %
Operating commercial
centers 51,837
44
95,646 61 311,893 53 347,056 64
Hotels operation and
management 54,543
45
52,087 33 218,365 37 189,205 34
Leasing fees etc. 3,305
3
3,280 2 13,238 2 13,495 2
Medical systems 9,615
8
5,513 4 44,049 8 - -
Total revenues 119,300
100
156,526 100 587,545 100 549,756 100

The breakdown of gross profit by sector of activity is presented in the following table (in NIS thousands):

For the 3-month
period ended Mar 31
For the 3-month
period ended Mar 31
For the 3-month
period ended Mar 31
For the 3-month
period ended Mar 31
For the twelve-month
period ended Dec 31
For the twelve-month
period ended Dec 31
For the twelve-month
period ended Dec 31
For the twelve-month
period ended Dec 31
2005 % 2004 % 2004 % 2003 %
Operating commercial
centers
17,022 33 40,857 43 112,113 36 154,140 44
Hotels operation and
management
3,528 6 3,868 7 17,271 8 11,515 6
Leasing fees etc. 2,546 77 2,423 74 10,063 76 9,985 74
Medical systems 7,454 78 4,440 81 34,215 78 - -
Total Gross Profit 30,550 26 51,588 32 173,662 30 175,640 32

The percentages in the above table refer to gross margins (gross profit as a percentage of the revenue in each respective sector).

The decrease in revenues in the first quarter 2005 was due to the exclusion of the activities of 12 shopping centers in Hungary, which were sold to Klépierre Group at the beginning of the third quarter of 2004.

The consolidated net financial loss in the 3 month period ended March 31, 2005 was NIS 32.8 million (US$7.5 million), compared with a net financial income of NIS 47.4 million (US$10.9 million) in the first quarter of 2004.The substantial decrease results from a combination of the following factors:

  1. Income from exchange rate differences of NIS 66.0 million (approximately US$15.0 million) for the 3-month period ended March 31, 2004 was generated by the significant re-valuation (5%) of the Hungarian Forint, which until April 1, 2004 was the functional currency of the operations in that country. There was no income generated from exchange rate differences in Hungary in the first quarter of 2005 due to the fact that the currency used in financing these activities is now the Euro.

  2. During the first quarter of 2004 the Company recorded an income of NIS 27.0 million (US$6.2 million) from derivative financial instrument transactions. During the first quarter of 2005 no such transactions were carried out; thus, no income from such activities was recorded.

  3. Finance expenses in the 3-month period ended March 31, 2005 resulted from interest on Plaza Center's bank loans totaling NIS 6.0 million (US$1.4 million) compared to NIS 17.0 million (US$3.9 million) during the corresponding period of 2004. This is the result of the reduction in the amount of outstanding loans due to the exclusion of the activities of 12 shopping centers in Hungary, which were sold to Klépierre Group at the beginning of the third quarter of 2004.

Other net income for the 3-month period ended March 31, 2005 was NIS 27.3 million (US$6.3 million), which resulted mainly from an additional gain derived from the sale of the 12 shopping

centers in Hungary. During fiscal year 2004, the Company recorded a gain of NIS 132 million (US$30 million) from this sale.

The basic net loss per share for the three-month period ending March 31, 2005, was NIS 0.5 per share (approximately US$0.11 per share).

First Quarter Highlights:

On February 7, 2005 the Company’s Board of Directors declared a dividend in the aggregate amount of US$37 million (or US$1.689 per Ordinary Share). The dividend was paid on March 17, 2005 to shareholders of record as of March 2, 2005.

Recent Highlights:

  • On May 22, 2005 the Elbit Medical Imaging (“EMI”) Board of Directors approved the binding Heads of Terms signed on May 20, 2005 by EMI’s wholly owned subsidiary company, Plaza Centers (Europe) BV ( “Plaza Centers” ), with the Klépierre Group of France for a portfolio that includes four (4) operational malls in Poland and an additional five (5) under development centers in Poland and the Czech Republic. The Heads of Terms is subject to approval by the respective Boards of EMI and Plaza Centers and the Supervisory Board of the Klépierre Group, and is subject to the fulfillment of certain conditions as specified below.

Klépierre SA ( “Klépierre” ), one of the leading owners and operators of shopping centers in Europe, will acquire the entire equity and voting rights (100%) of the companies owning four operational shopping centers in Poland in consideration for payment of a purchase price calculated on the basis of the gross rentals of these centers as of the Closing date, at agreed upon yields. An adjustment of the purchase price will be conducted on December 31, 2005 on the basis of the gross rentals as of the adjustment date, at the agreed yields.

As part of the transaction, Ségécé, a subsidiary of Klépierre ( “Ségécé” ), will acquire the entire outstanding share capital of Plaza Centers Management Poland Sp.z.o.o. ( “Management Company” ), the Polish subsidiary of Plaza Centers which managed the acquired operational malls.

In addition, Klépierre will sign future share purchase agreements for the acquisition of the entire equity and voting rights in the companies presently developing two (2) shopping centers in Poland, as well as a further two (2) companies developing shopping centers in the Czech Republic. Klépierre also has an option to acquire a third shopping center under development in Poland, subject to the attainment of certain conditions. Upon the completion and delivery of the shopping centers, Klépierre will pay the purchase price calculated on the basis of the gross rentals on the date of delivery, at upon agreed yields.

Klépierre will furnish Plaza Centers with an irrevocable bank guarantee in respect of the entire consideration based upon forecasted gross rentals. A final adjustment of the purchase price for each of these development centers will be conducted up to nine (9) months following delivery on the basis of actual gross rentals as of their adjustment dates, at the agreed upon yields.

Following Board Approvals, as noted above, the Heads of Terms constitute a binding agreement, subject to the obtaining of regulatory approvals, customary due diligence investigations, and the execution of definitive agreements in forms to be agreed. It is anticipated that the closing of the Transaction will occur by the end of July 2005.

Subject to verification, as previously mentioned, and assuming the exercise by Klépierre of the option referred to above, the assets sold under the transactions contemplated are valued in the aggregate amount of approximately € 425 million, or approximately US$540 million as of the date of this release.

Within the framework of the transaction, it has also been agreed that Ségécé will acquire the remaining 50% of the equity rights in the Hungarian management company retained by Plaza Centers. In addition, one year following the consummation of the transaction for the acquisition of the twelve Hungarian shopping centers acquired by Ségécé in July 2004, Klépierre has agreed to release a bank guarantee held as security for certain future incomes.

  • On April 21, 2005, the Company’s wholly owned subsidiary, Plaza Centers completed the transaction for the sale of four (4) shopping centers owned and operated by Plaza Centers in Hungary to a subsidiary of the Dawnay Day Group (“ Dawnay Day” ), a leading financial and property group in the United Kingdom. The aggregate net cash consideration paid to Plaza Centers and its subsidiaries totaled approximately €16.7 million, or approximately US$21.7 million. Such consideration was determined according to the asset value of the Acquired Companies on the basis of audited financial statements as of the closing date, which was approximately €54.4 million, or approximately US$70.7 million, less the deduction of financial liabilities (mainly, long term bank loans in the aggregate amount of approximately €40.1 million, or approximately US$52 million).

EMI is a subsidiary of Europe Israel (M.M.S.) Ltd. EMI’s activities are divided into three principal fields: (i) ownership, operation, management, acquisition, expansion and development of commercial and entertainment malls in Europe, primarily in Eastern and Central Europe; (ii) ownership, operation, leasing, management, acquisition, expansion and development of hotels in major European cities and ownership, operation and management of a commercial and entertainment mall in Israel through our subsidiary Elscint; and (iii) research and development in the image guided focused ultrasound activities through our subsidiary InSightec - Image Guided Treatment Ltd.

Any forward looking statements with respect to EMI’s business, financial condition and results of operations included in this release are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward looking statements, including, but not limited to, product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development and the effect of EMI’s accounting policies, as well as certain other risk factors which are detailed from time to time in EMI’s filings with the Securities and Exchange Commission.

Company Contact: Marc Lavine, Adv. Elbit Medical Imaging Ltd. +972-3-608-6011 [email protected]

Investor Contact:

Kathy Price The Anne McBride Company +212-983-1702 x212 [email protected]

ELBIT MEDICAL IMAGING LTD. CONSOLIDATED BALANCE SHEETS

Current Assets
Cash and cash equivalents
Short-term deposits and investments
Trade accounts receivable
Receivables and other debit balances
Inventories
Long-Term Investments and Receivables
Long-term deposits, debentures, loans and
receivables
Investments in investees and other companies
Fixed Assets
Other Assets and Deferred Expenses
Assets Related to Discontinuing
Operations
Current Liabilities
Short-term credits
Suppliers and service providers
Payables and other credit balances
Long-Term Liabilities
Liabilities Related to Discontinuing
Operations
Minority Interest
Shareholders' Equity
Dec31
2005
2004
2004
172,943
151,936
345,745
271,570
309,228
278,021
32,818
47,780
39,102
84,992
81,239
66,140
10,353
4,828
7,331
572,676
595,011
736,339
111,532
105,008
113,785
70,824
131,554
71,608
182,356
236,562
185,393
3,559,082 4,813,018
3,527,988
57,025
84,056
55,859
13,940
15,979
14,700
4,385,079 5,744,626
4,520,279
586,364
956,983
536,937
71,201
80,023
74,358
158,791
160,728
183,446
816,356 1,197,734
794,741
2,447,071 2,953,549
2,418,897
71,237
83,987
71,986
414,674
469,096
430,687
635,741 1,040,260
803,968
4,385,079 5,744,626
4,520,279
NIS in thousands
March31
March31
2005
Convenience
translation
US$'000
172,943
151,936
271,570
309,228
32,818
47,780
84,992
81,239
10,353
4,828
572,676
595,011
111,532
105,008
70,824
131,554
182,356
236,562
3,559,082 4,813,018
57,025
84,056
13,940
15,979
4,385,079 5,744,626
586,364
956,983
71,201
80,023
158,791
160,728
816,356 1,197,734
2,447,071 2,953,549
71,237
83,987
414,674
469,096
635,741 1,040,260
4,385,079 5,744,626
39,657
62,272
7,525
19,489
2,374
131,318
25,575
16,240
41,815
816,116
13,076
3,197
1,005,521
134,456
16,327
36,412
187,195
561,126
16,335
95,087
145,779
1,005,521

ELBIT MEDICAL IMAGING LTD. CONSOLIDATED STATEMENT OF OPERATIONS

Revenues
Commercial center operations
Hotels operations and management
Sale of medical systems
Lease of assets
Costs of revenues
Commercial center operations
Hotels operations and management
Sale of medical systems
Lease of assets
Gross profit
Project initiation expenses
Research and development expenses, net
Marketing and selling expenses
General and administrative expenses
Operating profit (loss) before financial
income (expenses), net
Financial Income (expenses), net
Operating profit (loss) after financial
incime (expenses), net
Other income (expenses), net
Profit (loss) before income taxes
Income taxes
Profit (loss) after income taxes
Share in results of associated companies, net
Minority interest in results of subsidiaries, net
Profit (loss) from continuing operation
Profit (loss) from discontinuing operation, net
cumulative effect of accounting change at the
beginning of the year
Net income (loss)
Earnings (loss) per share - (in NIS)
Basic earnings (loss) per share:
From continuing operation
From discontinuing operation
cumulative effect of accounting change at the
beginning of the year
Basic earnings (loss) per share
Diluted earnings (loss) per share
Year
ended
Dec 31
2005
2004
2004
51,837
95,646
311,893
54,543
52,087
218,365
9,615
5,513
44,049
3,305
3,280
13,238
119,300
156,526
587,545
34,815
54,789
199,780
51,015
48,219
201,094
2,161
1,073
9,834
759
857
3,175
88,750
104,938
413,883
30,550
51,588
173,662
5,629
177
2,371
11,559
11,987
38,158
5,963
10,321
43,075
25,968
19,609
92,536
49,119
42,094
176,140
(18,569)
9,494
(2,478)
(32,772)
47,391
(53,569)
(51,341)
56,885
(56,047)
27,335
(15,114)
96,908
(24,006)
41,771
40,861
793
15,275
15,804
(24,799)
26,496
25,057
(2,145)
(3,346)
(15,968)
17,121
7,867
27,448
(9,823)
31,017
36,537
(543)
(732)
6,810
(605)
-
-
(10,971)
30,285
43,347
(0.45)
1.39
1.59
(0.02)
(0.03)
0.30
(0.03)
-
-
(0.50)
1.36
1.89
(0.50)
1.31
1.84
NIS in thousands
Three months
ended March 31
Three
months
ended
March 31
2005
Convenience
translation
US$'000
51,837
95,646
54,543
52,087
9,615
5,513
3,305
3,280
119,300
156,526
34,815
54,789
51,015
48,219
2,161
1,073
759
857
88,750
104,938
30,550
51,588
5,629
177
11,559
11,987
5,963
10,321
25,968
19,609
49,119
42,094
(18,569)
9,494
(32,772)
47,391
(51,341)
56,885
27,335
(15,114)
(24,006)
41,771
793
15,275
(24,799)
26,496
(2,145)
(3,346)
17,121
7,867
(9,823)
31,017
(543)
(732)
(605)
-
(10,971)
30,285
(0.45)
1.39
(0.02)
(0.03)
(0.03)
-
(0.50)
1.36
(0.50)
1.31
11,886
12,507
2,205
758
27,356
7,983
11,698
496
174
20,351
7,005
1,291
2,651
1,367
5,955
11,263
(4,258)
(7,515)
(11,773)
6,268
(5,505)
182
(5,687)
(492)
3,926
(2,252)
(125)
(139)
(2,516)
(0.10)
(0.00)
(0.01)
(0.11)
(0.11)