Elron Electronic Industries Ltd. (NASDAQ:ELRN) (TASE:ELRN) )
("Elron" or the "Company") today reported financial results for the
first quarter of 2009.
Elron's net loss attributable to shareholders in the first quarter of
2009 amounted to $9.8 million, compared to $33.7 million, in the fourth
quarter of 2008, and $13.1 million, in the first quarter of 2008.
The net loss reported in the first quarter of 2009 resulted mainly from
$7.5 million of losses, recorded with respect to Elron's group
companies, compared to $30.9 million in the fourth quarter of 2008, and
$11.1 million in the first quarter of 2008. These amounts include
impairment charges in respect of Elron's investments in certain of its
group companies in the amount of $0.8 million, $15.0 million, and $0.2
million in the first quarter of 2009, the fourth quarter of 2008 and the
first quarter of 2008, respectively.
SERVICES AGREEMENT WITH DIC:
On May 1, 2009, the Services Agreement entered into during the first
quarter of 2009 with Discount Investment Corporation Ltd. ("DIC"),
Elron's principal shareholder, came into effect. Doron Birger resigned
from his position as President and CEO and Dr. Zvika Slovin and Mr. Ari
Bronshtein were appointed Co-CEOs of Elron. In connection with the
agreement, Elron expects to reduce its G&A costs by approximately $2.0
million on annualized basis, net of the fee payable under the Services
Agreement of approximately $1.1 million per annum. One-time charges
recorded with respect to execution of the agreement amounted to
approximately $0.5 million.
LIQUIDITY, INVESTMENTS & SHAREHOLDERS' EQUITY:
As of March 31, 2009, Elron's cash, not including cash of its
subsidiaries, amounted to approximately $5.4 million compared with $4.0
million at December 31, 2008. During the first quarter of 2009 Elron
invested an amount of approximately $2.3 million in its group companies.
On March 10, 2009, Elron received a $3.7 million cash dividend from its
investment in Given Imaging Ltd.
Subsequent to the end of the first quarter, Elron received a $3.4
million cash dividend from its investment in NetVision Ltd. and invested
to date $3.4 million in its group companies. As of May 14, 2009, Elron's
cash amounted to approximately $3.1 million.
As of March 31, 2009, Elron's long-term loans, not including loans of
its subsidiaries, amounted to $37.6 million.
Shareholders' equity attributable to shareholders at March 31, 2009, was
approximately $160.5 million, which represented approximately 65% of
Elron's total assets, compared to approximately $173.8 million, which
represented approximately 68% of Elron's total assets, at December 31,
2008.
3DV ASSET SALE:
On March 29, 2009, Elron's group company,
3DV Systems
Ltd., a developer of cameras and camera chipsets that capture objects in
3D, jointly held by Elron and RDC – Rafael Development Company Ltd.
("RDC"), Elron's 50.1% held subsidiary, entered into a definitive
agreement for the sale of substantially all of its assets to a third
party. Pursuant to the terms of the definitive agreement, following the
payment of certain expenses, proceeds to be distributed to each of Elron
and RDC is expected to be up to approximately $3.0 million and $4.0
million, respectively. Elron currently expects to record a gain from the
transaction of up to approximately $5.0 million. The transaction is
expected to close in the second quarter of 2009. There is no assurance
that this transaction will be completed.
ADOPTION OF FAS 160:
During the first quarter, Elron adopted SFAS 160, "Noncontrolling
Interests in Consolidated Financial Statements" ("FAS 160") which
establishes accounting and reporting standards for the noncontrolling
interest (previously minority interest) in a subsidiary and for the
deconsolidation of a subsidiary. The adoption of FAS 160 affected, among
others, Elron's accounting for allocation of losses to noncontrolling
shareholders in its subsidiaries, which resulted in a decrease in
Elron's share in their net losses.
CONFERENCE CALL DETAILS:
Elron will be hosting a conference call on Monday, May 18, 2009 at 9:00
am EDT (6:00am PDT, 2:00pm UK time, 4:00 pm Israel time) to discuss its
first quarter 2009 results. On the call, Mrs. Rinat Remler, Vice
President and CFO, will review and discuss the financial results and
will be available to answer questions.
To participate, please
call one of the following teleconferencing numbers. Please begin placing
your calls at least 10 minutes before the conference call commences.
US: 1 866 527 8676; UK: 0 800 917 5108; Israel: 03 918 0650;
International: +972 3 918 0650.
For your convenience, a replay of the call will be available for two
days following the call. The replay numbers are: 1 877 332 1104 (US), 0
800 028 6837 (UK) and +972 3 925 5937 (International). A replay of the
call will also be available from a link on Elron's website – www.elron.com,
under Investor Relations.
ABOUT ELRON ELECTRONIC INDUSTRIES:
Elron Electronic Industries Ltd. (TASE & NASDAQ: ELRN), a member
of the IDB Holding group, is a high-technology holding company traded in
the Nasdaq and in the Tel-Aviv Stock Exchange. Elron's group companies
currently comprise a diverse range of publicly-traded and privately held
companies primarily in the fields of medical devices, information &
communications technology, clean technology and semiconductors. Included
in our group companies are well established companies who are leaders in
their fields, such as Given Imaging and 013 NetVision, together with
innovative start-up companies who possess growth potential in Israel and
the rest of the world. For further information, please visit www.elron.com.
Any statements in this press release that may be considered
forward-looking statements are subject to risks and uncertainties that
could cause actual results to differ materially. These risks include,
but are not limited to the impact of: the global financial crisis and
economic downturn on Elron and its group companies, any decrease in the
market value of Given Imaging, the continuing losses incurred by certain
group companies, the need of Elron's group companies for additional
capital in order to reach profitability, the possibility of further
impairment charges and other risk factors detailed from time to time
in
the Company’s Annual Report on Form 20-F and other periodic reports
filed by the Company with the Securities and Exchange Commission, which
the Company urges investors to consider. The restricted availability of
financing for young technology companies, the limited availability of
profitable "exits” and the increased volatility in the securities
markets may affect our business results and compliance with bank
covenants.
Elron assumes no obligation to update the information
in this press release and disclaims any obligation to publicly update or
revise any such forward-looking statements to reflect any change in its
expectations or in events, conditions, or circumstances on which any
such statements may be based, or that may affect the likelihood that
actual results will differ from those set forth in the forward-looking
statements.
Reference to Elron’s website above does not
constitute incorporation of any of the information thereon into this
press release.
**** FINANCIAL TABLES FOLLOW ****
ELRON ELECTRONIC INDUSTRIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
|
|
|
|
March 31,
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$ 16,802
|
|
|
|
$ 17,364
|
|
Short-term investments
|
|
|
430
|
|
|
|
-
|
|
Restricted cash
|
|
|
130
|
|
|
|
143
|
|
Trade receivables
|
|
|
1,898
|
|
|
|
1,150
|
|
Other receivables and prepaid expenses
|
|
|
4,738
|
|
|
|
5,772
|
|
Severance pay deposits
|
|
|
1,037
|
|
|
|
-
|
|
Inventories
|
|
|
2,135
|
|
|
|
1,999
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
27,170
|
|
|
|
26,428
|
|
|
|
|
|
|
|
|
|
|
INVESTMENTS AND LONG-TERM RECEIVABLES
|
|
|
|
|
|
|
|
|
Investments in affiliated companies
|
|
|
141,264
|
|
|
|
*151,539
|
|
Investments in other companies and long-term receivables
|
|
|
64,292
|
|
|
|
*64,088
|
|
Severance pay deposits
|
|
|
1,841
|
|
|
|
2,942
|
|
Other receivables
|
|
|
120
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total investments and long-term receivables
|
|
|
207,517
|
|
|
|
218,569
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, NET
|
|
|
4,493
|
|
|
|
4,582
|
|
|
|
|
|
|
|
|
|
|
INTANGIBLE ASSETS
|
|
|
7,349
|
|
|
|
7,457
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
$ 246,529
|
|
|
|
$ 257,036
|
|
|
|
|
|
|
|
|
|
* Adjusted retroactively based on APB 18, as if the equity method had
been in effect with respect to the investment in Atlantium during all
previous reported periods.
ELRON ELECTRONIC INDUSTRIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
|
|
|
|
March 31,
|
|
|
|
December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Short-term loans from banks and others
|
|
|
$ 3,659
|
|
|
|
$ 1,142
|
|
Current maturities of long-term loans from banks and others
|
|
|
397
|
|
|
|
2,349
|
|
Trade payables
|
|
|
3,283
|
|
|
|
3,829
|
|
Severance pay and retirement obligation
|
|
|
2,351
|
|
|
|
-
|
|
Other payables and accrued expenses
|
|
|
9,931
|
|
|
|
11,846
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
19,621
|
|
|
|
19,166
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES
|
|
|
|
|
|
|
|
|
Long-term loans from banks and others
|
|
|
40,446
|
|
|
|
35,062
|
|
Long-term loans from shareholders
|
|
|
7,646
|
|
|
|
6,176
|
|
Accrued severance pay and retirement obligations
|
|
|
2,254
|
|
|
|
4,137
|
|
Convertible Debentures
|
|
|
1,418
|
|
|
|
2,161
|
|
Other long term liabilities
|
|
|
356
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
52,120
|
|
|
|
47,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
|
Ordinary shares of NIS 0.003 par value; Authorized – 35,000,000
shares as of March 31, 2009 and December 31, 2008; Issued and
outstanding: 29,650,017 shares as of March 31, 2009 and
December 31, 2008, respectively;
|
|
|
9,573
|
|
|
|
9,573
|
|
Additional paid-in capital
|
|
|
276,364
|
|
|
|
276,286
|
|
Accumulated other comprehensive income
|
|
|
(2,396)
|
|
|
|
1,104
|
|
Retained earnings (accumulative deficit)
|
|
|
(123,064)
|
|
|
|
*(113,159)
|
|
Total shareholders' equity
|
|
|
160,477
|
|
|
|
173,804
|
|
Noncontrolling interest
|
|
|
**14,311
|
|
|
|
**16,530
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
174,788
|
|
|
|
190,334
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
$ 246,529
|
|
|
|
$ 257,036
|
* Adjusted retroactively based on APB 18, as if the equity method had
been in effect with respect to the investment in Atlantium during all
previous reported periods.
** Reclassified according to FAS 160.
ELRON ELECTRONIC INDUSTRIES LTD. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data
|
|
|
|
Three months
ended March 31,
|
|
|
|
Year ended December 31,
|
|
|
|
|
2009
|
|
|
|
2008
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
$ 3,432
|
|
|
|
$ 1,032
|
|
|
|
$ 6,237
|
|
Equity in losses of affiliated companies, net
|
|
|
(2,509)
|
|
|
|
*(7,347)
|
|
|
|
*(19,866)
|
|
Gain (loss) from disposal of businesses and affiliated companies and
changes in holdings in affiliated companies, net
|
|
|
25
|
|
|
|
101
|
|
|
|
(44)
|
|
Other income (expenses), net
|
|
|
(1,056)
|
|
|
|
*724
|
|
|
|
*(21,042)
|
|
Financial income (expenses), net
|
|
|
500
|
|
|
|
(311)
|
|
|
|
1,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
392
|
|
|
|
*(5,801)
|
|
|
|
*(33,037)
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
1,504
|
|
|
|
421
|
|
|
|
3,646
|
|
Research and development costs, net
|
|
|
5,232
|
|
|
|
5,938
|
|
|
|
29,194
|
|
Marketing and selling expenses, net
|
|
|
1,850
|
|
|
|
1,078
|
|
|
|
7,525
|
|
General and administrative expenses
|
|
|
4,417
|
|
|
|
4,659
|
|
|
|
18,832
|
|
Amortization of intangible assets and acquired in- process- research
and development write-off
|
|
|
107
|
|
|
|
4,476
|
|
|
|
4,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,110
|
|
|
|
16,572
|
|
|
|
63,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income
|
|
|
(12,718)
|
|
|
|
*(22,373)
|
|
|
|
*(97,035)
|
|
Taxes on income
|
|
|
-
|
|
|
|
(132)
|
|
|
|
(1,269)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss**
|
|
|
$ (12,718)
|
|
|
|
$ *(22,505)
|
|
|
|
$ *(98,304)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net loss attributable to the noncontrolling interest
|
|
|
2,906
|
|
|
|
**9,420
|
|
|
|
**15,167
|
|
Net loss attributable to Elron's shareholders
|
|
|
(9,812)
|
|
|
|
*(13,085)
|
|
|
|
*(83,137)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders
|
|
|
$ (0.33)
|
|
|
|
$ *(0.44)
|
|
|
|
$ *(2.80)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders
|
|
|
$ (0.33)
|
|
|
|
$ * (0.44)
|
|
|
|
$ *(2.84)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary shares used in computing basic
net loss per share (thousands)
|
|
|
29,650
|
|
|
|
29,650
|
|
|
|
29,619
|
|
Weighted average number of Ordinary shares used in computing diluted
net loss per share (thousands)
|
|
|
29,650
|
|
|
|
29,650
|
|
|
|
29,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Adjusted retroactively based on APB 18, as if the equity method had
been in effect with respect to the investment in Atlantium during all
previous reported periods.
** Reclassified according to FAS 160.