Ellomay Capital Ltd.

Foreign Filer Report • Mar 14, 2003

6-K 1 f6knurmarch13-03.htm FORM 6-K Form 6-K>

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Report of Foreign Private Issuer Pursuant to Rule 12a-16 or 15d-16 of the Securities Exchange Act of 1934

March 13, 2003

Commission File No. 0-26498

NUR MACROPRINTERS LTD. (Exact Name of Registrant as specified in its Charter) Not Applicable (Translation of Registrant's Name into English)

12 Abba Hilel, Silver Street Lod 71111 Israel (Address and principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F X 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 No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

Attached hereto and incorporated by reference herein is a press release of the registrant dated March 13, 2003.

[PRESS RELEASE]

NUR MACROPRINTERS LTD. ANNOUNCES 2002 FOURTH QUARTER AND YEAR-END RESULTS AS WELL AS EXECUTIVE CHANGE

» FY2002 Revenues of $85.3 Million

» Fourth Quarter Revenues of $19.5 Million; Net Loss of $17.1 Million; Net Loss Excluding Intangibles Impairment And One-Time Expenses - $1.4 Million

» David Amir Appointed President and CEO, Replacing Erez Shachar

» Amended Long-Term Debt Covenants - Bringing NUR to Full Compliance with the Conditions of its Long-Term Debt

LOD, Israel; March 13, 2003 — NUR Macroprinters Ltd. (NASDAQ: NURM), a world leading manufacturer of wide-format and superwide digital printing systems and consumables for the out-of-home advertising market, today announced its consolidated financial results for the fourth quarter and year ended December 31, 2002. The Company also announced the appointment of David Amir as its President and CEO, replacing Erez Shachar, who has resigned. Mr. Shachar will continue to serve as a senior consultant to the Company for the coming 12 months.

• 2002 Financial Results & Analysis The fourth quarter included several non-recurring charges, including a $11.4 million non-cash charge related to devaluation of intangible assets, including goodwill, related to the Salsa acquisition completed in 2000, and $4.3 million of one-time costs, consisting of $1.0 million of inventory write-offs and $3.3 million of operating expenses, arising principally from the restructuring of the Company’s China operations. Revenues for the fourth quarter of 2002 were $19.5 million, compared to $28.6 million for the fourth quarter last year, a 32% decrease. Net loss for the fourth quarter was $(17.1) million, or $(1.00) per share, including one-time charges, and a net loss of $(1.4) million, or $(0.08) per share, excluding such charges, compared to a net loss of $(0.8) million, or $(0.05) per share, in the comparable quarter last year. Gross profit for the fourth quarter was $6.3 million, including a one-time inventory write-off of approximately $1.0 million, compared to $11.5 million in the comparable period last year. Operating expenses for the fourth quarter were $21.1 million, including restructuring and other one-time charges of approximately $14.7 million, and $6.4 million excluding such charges, compared to $9.9 million in the comparable period last year. Operating loss for the fourth quarter was approximately $(16.8) million including one-time charges, and a loss of $(1.1) million excluding such charges, compared to $(0.4) million in the comparable period last year. Revenues for the year ended December 31, 2002 were $85.3 million, compared to $120.4 million for the year ended December 31, 2001, a 29% decrease. Net loss for 2002, including restructuring and other one-time charges, was $(24) million, or $(1.42) per share, and a net loss of $(6.0) million, or $(0.35) per share, excluding such charges, compared to a net loss of $(7.2) million, including restructuring and other one-time and charges, or $(0.49) per share, in 2001.

Gross profit for the year was $26.9 million, including a one-time inventory write-off of approximately $1.0 million, and $27.9 million, excluding such charges, compared to $44.5 million for the prior year. Operating loss for the year was $(22.6) million, including one-time inventory write-offs of approximately $1.0 million, one-time impairment of intangible assets of $11.4 million, and $4.2 million of restructuring and other one-time expenses, and a loss of $(4.5) million excluding such charges, as compared to $(4.1) million in the prior year.

• Operational Comments Erez Shachar, CEO of NUR Macroprinters, commented on the results, “NUR improved its free cash flow for the third consecutive quarter, resulting in a breakeven free cash flow for the last quarter of 2002, in spite of a decrease in revenues. During 2002, NUR reduced its operating expenses by more then $10 million compared with 2001, excluding one-time expenses. This reduction has been achieved through various improvements in NUR’s operation, building a more cost-effective platform to address future challenges. Another encouraging development is the amendment of the covenants governing our long-term loans. We believe this new agreement to be another expression of the cooperation between the Company and its banking partners – bringing NUR to full compliance with the conditions of its long-term debt. NUR has succeeded in maintaining approximately the same levels of cash at the end of 2002 as it began the year with, while decreasing its debt load during the year.” Erez Shachar further stated, “During the fourth quarter, we completed a restructuring process of our operations in the Asia Pacific region consisting, among other things, of the appointment of Computer and Sign Technology Co., Ltd to market and support the NUR Fresco product line in China and moving the Asia Pacific headquarters from Shanghai to a new facility located in Hong Kong. The restructuring process resulted in the termination of approximately thirty (30) employees, allowing a more cost effective operation in that region.” Erez Shachar added, “In October 2002, we attended the SGIA 2002 trade show in St. Louis (US), where we unveiled several new products, including two new wide-format printing systems - the NUR Tempo, a flatbed digital inkjet press that will print on a wide variety of both rigid and flexible materials, and the NUR Ultima HiQ, a new family of lower cost printers to complement the top-of-the-line NUR Fresco™ series of production printers. Also introduced were new substrates and consumables that extend the usability and vibrancy of the prints. We expect the NUR Tempo and the NUR Ultima HiQ, which generated an enormous amount of interest and enthusiasm, to be commercially available during 2003.”

• Management Change NUR Macroprinters further announced that, effective April 1, 2003, Erez Shachar is resigning his position as President and CEO of NUR. Mr. Shachar will continue to serve as a senior consultant to the Company for a one-year period. David Amir, an industry veteran with 20 years of experience, has been appointed to replace Mr. Shachar. Mr. Amir has been working with NUR as a consultant for over a year, and is responsible for the restructuring of the Company’s service and support organizations. David Amir has been a successful, senior executive with Scitex in a number of capacities including : Corporate Vice-President for Business Development, Vice-President Customer Services of Scitex Europe, Manager of International Customer Support, and fourteen years of experience with the U.S. market. Most recently, David was the founder, CEO and President of Paspartoo Ltd., a leading company in “virtual to print” technology. Commenting on his departure, Mr. Shachar stated, “It has been a truly gratifying experience to serve as the President and CEO of NUR. I believe David Amir will bring to the Company a fresh vision and passion that will carry NUR to an era of growth and prosperity. I am more than confident that David has the ability and know-how to move the Company forward.”

“The Board of Directors of NUR thanks Erez Shachar for his dedication and contributions to the Company,” stated Dan Purjes, Chairman of NUR. “Under his direction, the Company increased its revenues fivefold by significantly penetrating global markets. The recent installation of the 500 th Salsa and 200th Fresco units attest to that growth. We are pleased that Erez will be serving as a consultant to NUR for the next twelve months, and we wish him the best of success in his future activities.”

“Mr. Purjes also commented on the appointment of David Amir as the new CEO and President of NUR Macroprinters, "David Amir brings to NUR extensive successful experience in the digital printing industry. He has a strong understanding of NUR, having worked as a consultant to the Company and as an advisor to the Board for over a year. He has the vision, skills and experience needed to lead NUR to a successful future. We welcome David Amir to NUR and will strongly support his efforts to move the Company forward.”

Commenting on his appointment, David Amir said, “I am eager to assume my leadership role as the CEO of this industry leading organization. I believe NUR, as one of the leading companies in the industry, has a bright future and a strong management. I will devote my best efforts to make the organization one that our employees, customers and shareholders can be proud of.”

The Company will host a conference call to discuss these results on Thursday March 13th, at 10:00AM, EDT/5:00 PM, Israel time.

To participate, please call; 1-800-451-7724 (U.S. toll free), 1-800-260-789 (Israel toll free), 1-785-832-0201 (international), id code: NUR. The conference call will also be webcast live at: www.nur.com/investors, and will be available for replay at that site starting 2PM EDT on the day of the call, or by calling 1-888-566-0184 (U.S.) / 1-402-351-0788 (international). The call will also be available for replay in Israel for 72 hours after the call by dialing +-972-3-925-5946

ABOUT NUR MACROPRINTERS LTD. NUR Macroprinters (NASDAQ: NURM) is a global market leader in wide and super wide digital printing solutions for the out-of-home advertising market. From its photorealistic printers to its high throughput production presses, NURs comprehensive line of digital printers and consumables address the complete range of wide and super wide format digital printing requirements. NUR’s fully digital printing solutions help customers worldwide deliver the high quality and fast turnaround they need to meet their customers wide ranging printing requirements. NUR Macroprinters Ltd. can be found on the Internet at www.nur.com.

(Tables to follow)

Certain statements made herein that use the words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the private securities litigation reform act of 1995. These forward-looking statements involve known and unknown risks and uncertainties, which could cause the actual results, performance or achievements of NUR Macroprinters Ltd. To be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, decline in demand for NUR Macroprinters Ltd’s products, inability to timely develop and introduce new technologies, products and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company’s business, reference is made to NUR Macroprinters Ltd.’s reports filed from time to time with the Securities and Exchange Commission.

This press release is available at http://www.nur.com/ and http://www.portfoliopr.com/

NUR MACROPRINTERS LTD. Condensed Balance Sheets, US$ in thousands 31.12.02 31.12.01 ---------- ---------- Unaudited Audited Current Assets : Cash and cash equivalents 10,505 12,395 Restricted deposits 1,163 454 Total cash and short term invest 11,668 12,849 Accounts receivable - trade 28,383 36,262 Other receivables and prepaid expenses 6,009 5,056 Inventories 24,297 24,998 ---------- ---------- Total Current Assets 70,357 79,165 ---------- ---------- Investments and other non-current assets Long-term accounts receivables - trade 2,154 2,674 Investments and other non-current assets 2,516 2,501 Severance pay funds 916 751 ---------- ---------- 5,586 5,926 ---------- ---------- Property and Equipment, net 11,576 12,578 ---------- ---------- Other assets, net 854 13,739 ---------- ---------- Total assets 88,373 111,408 ========== ========== Liabilities and Shareholders' Equity Current Liabilities : Short - term bank credit 5,844 5,061 Current maturities of long-term loans 2,020 2,057 Trade payables 16,444 19,667 Accrued expenses and other liabilities 9,462 10,465 Advances from customers 270 433 ---------- ---------- Total Current Liabilities 34,040 37,683 ---------- ---------- Long -Term Liabilities : Long - Term loans 30,051 31,720 Accrued severance pay 1,122 1,008 ---------- ---------- 31,173 32,728 ---------- ---------- Shareholders' Equity : Share capital 4,202 3,674 Capital surplus 45,697 39,493 Cumulative translation adjustment -1,286 -782 Accumulated Earnings (Deficit) -25,453 -1,388 ---------- ---------- Total Shareholders' Equity 23,160 40,997 ---------- ---------- Total Liabilities and Shareholders' Equity 88,373 111,408 ========== ==========

NUR MACROPRINTERS LTD. Consolidated Statements Of Operations U.S. $ in thousands, except per share data

Twelve months ended 12/31/02 12/31/02 12/31/01 12/31/01 GAAP Non GAAP(1) GAAP Non GAAP(2) Unaudited Proforma Audited Proforma Unaudited Unaudited Revenues Sales of printers and related products $ 85,255 $ 85,255 $ 120,377 $120,377 85,255 85,255 120,377 120,377 Cost of revenues Cost of sales of printers and related products 57,360 57,360 71,928 71,928 One time inventory costs and write-offs 975 3,989 0 58,335 57,360 75,917 71,928 Gross profit 26,920 27,895 44,460 48,449 31.58% 32.72% 36.93% 40.25% Research & Development expenses 9,191 9,191 10,883 10,883 Less-Grants (1,449) (1,449) (649) (649) Research & Development expenses, net 7,742 7,742 10,234 10,234 Selling expenses, net 12,744 12,744 18,666 18,666 General and administrative expenses 11,934 11,934 13,321 13,321 Amortization of intangible assets 2,033 0 2,904 2,904 Impairment of intangible assets 10,871 0 0 0 Restructuring and other one time expenses 4,181 0 3,471 0 41,763 24,678 38,362 34,891 Operating income (loss) (22,585) (4,525) (4,136) 3,324 Financial expenses net (1,322) (1,322) (3,331) (3,331) Other expense net (124) (124) (90) (90) Income (loss) before taxes on income and equity losses (24,031) (5,971) (7,557) (97) Taxes on income (34) (34) 191 191 Equity in profits (losses) of affiliates, net of taxes 0 0 150 150 Net loss for the period $(24,065) $(6,005) (7,216) 244 -28.23% -7.04% -5.99% 0.20% Loss per share $(1.42) $(0.35) $(0.49) $ 0.02 Loss per share $(1.42) $(0.35) $(0.49) $ 0.02 Weighted average number of shares outstanding during the period 17,005,606 17,005,606 14,655,048 14,655,048 Weighted average number of shares outstanding during the period used for diluted loss per share - - - 15,138,991 ============================================================================================================================================================================================================== Three months ended Three months ended 12/31/02 12/31/02 12/31/01 12/31/01 GAAP Non GAAP(3) GAAP Non GAAP(4) Unaudited Proforma Unaudited Proforma Unaudited Unaudited Revenues Sales of printers and related products $ 19,520 $ 19,520 $ 28,552 $ 28,552 19,520 19,520 28,552 28,552 Cost of revenues Cost of sales of printers and related products 12,265 12,265 17,015 17,015 One time inventory costs and write-offs 975 13,240 12,265 17,015 17,015 Gross profit 6,280 7,255 11,537 11,537 32.17% 37.17% 40.41% 40.41% Research & Development expenses 2,337 2,337 2,070 2,070 Less-Grants (339) (339) (45) (45) Research & Development expenses, net 1,998 1,998 2,025 2,025 Selling expenses, net 3,307 3,307 4,800 4,800 General and administrative expenses 3,061 3,061 3,452 3,452 Amortization of intangible assets 528 0 726 726 Impairment of intangible assets 10,871 0 0 0 Restructuring and other one time expenses 3,333 0 928 0 21,100 6,368 9,906 8,978 Operating income (loss) (16,818) (1,111) (394) 534 Financial expenses net (393) (393) (661) (661) Other expense net 11 11 (36) (36) Income (loss) before taxes on income and equity losses (17,200) (1,493) (1,091) (163) Taxes on income 93 93 191 191 Equity in profits (losses) of affiliates, net of taxes 0 0 136 136 Net loss for the period $(17,107) $(1,400) $(764) $ 164 -87.64% -7.17% -2.68% 0.57% Loss per share $(1.00) $(0.08) $(0.05) $ 0.01 Loss per share $(1.00) $(0.08) $(0.05) $ 0.01 Weighted average number of shares outstanding during the period 7,132,953 17,132,953 14,739,476 14,739,476 Weighted average number of shares outstanding during the period used for diluted loss per share - - - 14,984,768

Non GAAP proforma results of operations excludes the following expenses: (1) Excluding $4.2 million of restructuring expenses and one time inventory write-offs of $1 million and impairment of intangible assets of $10.9 million, and current amortization of intangible assets of $2 millions (2) Excluding one time inventory write-offs of $4 million and $2.5 million of restructuring costs (3) Excluding $3.3 million of restructuring expenses and one time inventory write-offs of $1 million and impairment of intangible assets of $10.9 million, and current amortization of intangible assets of $0.5 millions (4) Excluding $0.9 million of restructuring costs

SIGNATURES

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.

NUR MACROPRINTERS LTD

Date: March 14, 2003 By: /s/ DAVID AMIR David Amir Chief Executive Officer and President