Elron Electronic Industries Ltd. (Nasdaq:ELRN)(TASE:ELRN)
("Elron" or the "Company") today reported financial results for the
second quarter and first half of 2009.
Elron's net loss attributable to shareholders in the second quarter
amounted to $4.1 million, a substantial improvement from the $16.8
million net loss in the second quarter of 2008, and the $9.8 million net
loss in the first quarter of 2009.
Second quarter results included a gain, net of noncontrolling interest,
in the amount of $4.4 million resulting from the sale of substantially
all of the assets of Elron's group company, 3DV Systems Ltd. ("3DV"), to
a third party during the second quarter of 2009.
Second quarter results also included $7.4 million of losses recorded
with respect to Elron's group companies, as compared with $14.5 million
in the second quarter of 2008, of which impairment charges recorded in
respect of Elron's investments in certain of its group companies
amounted to $1.3 million and $2.6 million, respectively.
Elron's non-consolidated G&A costs in the second quarter of 2009
amounted to approximately $1.1 million, compared with approximately $2.2
million in the first quarter of 2009, and approximately $2.6 million in
the second quarter of 2008. The significant decrease was mainly due to
the implementation of the Services Agreement with Discount Investment
Corporation Ltd. ("DIC"), which was approved by the shareholders of the
Company on April 22, 2009.
Elron's net loss attributable to shareholders in the first half of 2009
amounted to $14 million, a substantial improvement from the $29.9
million net loss in the comparable period last year. Results for the
first half of 2009 include the gain resulting from 3DV's sale of assets,
offset by losses recorded with respect to Elron's group companies in the
amount of $15 million, compared with $25.6 million in the first half of
2008, of which impairment charges recorded in respect of Elron's
investments in certain of its group companies amounted to approximately
$2.1 million and approximately $2.7 million, respectively.
Elron's non-consolidated G&A costs in the first half of 2009 amounted to
approximately $3.3 million, compared with approximately $5.3 million in
the first half of 2008.
The decrease in losses recorded with respect to Elron's group companies
resulted mainly from the adoption of SFAS 160, "Noncontrolling Interests
in Consolidated Financial Statements" ("FAS 160") as reported in the
first quarter of 2009, which affected Elron's accounting for allocation
of losses to noncontrolling shareholders in its subsidiaries, reducing
Elron's share in losses of its consolidated companies.
NOTABLE DEVELOPMENTS SUBSEQUENT TO THE SECOND QUARTER OF 2009
SALE OF ELRON'S HOLDINGS IN NETVISION:
Further to Elron's previous announcements on May 20, 2009, July 5, 2009,
and August 16, 2009, Elron today entered into a definitive agreement
with DIC and Clal Industries and Investments Ltd. ("CII"), according to
which DIC and CII agreed to acquire from Elron its approximately 15%
holding in NetVision Ltd. ("NetVision"), a provider of communication
services in Israel, at a price per share of NIS 49.6 (currently equal to
approximately $13.0), and for an aggregate consideration of
approximately NIS 228.7 million (currently equal to approximately $60
million), taking into account an adjustment for dividends recently
announced by NetVision, which will be received by Elron. The agreement
was approved by Elron's Audit Committee and the Board of Directors. All
figures in US Dollars stated above and below have been translated for
convenience purposes at the representative rate of exchange prevailing
on August 18, 2009 according to which $1.00 equaled NIS 3.824.
DIC and CII are both majority-owned subsidiaries of IDB Development Ltd.
DIC and CII currently hold approximately 31% and approximately 24%,
respectively, of NetVision's outstanding ordinary shares. DIC holds
approximately 49% of Elron's outstanding ordinary shares.
The purchase price was determined in negotiation between the parties
based on a valuation received from an independent appraiser which was
jointly appointed by Elron, DIC and Clal, and further supported by a
fairness opinion of an independent party, which was retained by Elron
for such purpose, which concluded that the purchase price is fair and
reasonable, from a financial point of view, to Elron's public
shareholders.
The completion of the transaction is subject to obtaining shareholder
approval of each of Elron, DIC and CII and applicable regulatory
approvals. Additional details regarding the transaction will be included
in a proxy statement to be published by Elron in connection with its
shareholders meeting for the purpose of obtaining its approval.
Upon the completion of the transaction, Elron expects to record a gain,
currently estimated at up to approximately $30 million. This estimated
gain is based on NetVision's shareholders' equity as of June 30, 2009
and the current US Dollar/New Israeli Shekel exchange rate, and is
subject to the effects of changes in NetVision's shareholders' equity
and the US Dollar/New Israeli Shekel exchange rate until the completion
date of the transaction.
There is no assurance of the occurrence or timing of the transaction.
MEDINGO RECEIVES FDA CLEARANCE TO MARKET ITS INSULIN MICROPUMP IN THE
UNITED STATES:
On July 29, 2009, Elron announced that Medingo Ltd. ("Medingo") received
clearance from the U.S. Food and Drug Administration ("FDA"), to market
its Solo™ MicroPump Insulin Delivery System in the United States.
Medingo introduced the Solo MicroPump at the American Association of
Diabetes Educators Meeting which took place in Atlanta, Georgia, at the
beginning of August 2009. Medingo is currently considering alternatives
for its go-to-market strategy and product launch timing, and plans to
initiate a limited user experience program in a certain territories in
early 2010.
LIQUIDITY, INVESTMENTS & SHAREHOLDERS' EQUITY:
As of June 30, 2009, Elron's non-consolidated cash balance amounted to
approximately $9.1 million compared with $4.0 million at December 31,
2008. As of June 30, 2009, Elron's long-term loans, not including loans
of its subsidiaries, amounted to $45.4 million. This includes $9.0
million of loans received during the first half of 2009 from DIC.
During the first half of 2009 Elron and RDC – Rafael Development
Corporation, its subsidiary, invested an amount of approximately $15
million in its group companies.
During the first half of 2009 Elron received dividends from Given
Imaging Ltd. and NetVision in the aggregate amount of approximately $7.1
million.
Shareholders' equity attributable to shareholders at June 30, 2009, was
approximately $158.8 million, which represented approximately 63% of
Elron's total assets, compared with approximately $173.8 million, which
represented approximately 68% of Elron's total assets, at December 31,
2008.
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
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ 17,028
|
|
$ 17,364
|
|
Restricted cash
|
|
65
|
|
143
|
|
Trade receivables
|
|
1,680
|
|
1,150
|
|
Other receivables and prepaid expenses
|
|
5,392
|
|
5,772
|
|
Inventories
|
|
2,977
|
|
1,999
|
|
|
|
|
|
|
|
Total current assets
|
|
27,142
|
|
26,428
|
|
|
|
|
|
|
|
INVESTMENTS AND LONG-TERM RECEIVABLES
|
|
|
|
|
|
Investments in affiliated companies
|
|
144,087
|
|
*151,539
|
|
Investments in other companies and long-term receivables
|
|
67,171
|
|
*64,088
|
|
Severance pay deposits
|
|
2,103
|
|
2,942
|
|
Other receivables
|
|
331
|
|
-
|
|
|
|
|
|
|
|
Total investments and long-term receivables
|
|
213,692
|
|
218,569
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, NET
|
|
4,501
|
|
4,582
|
|
|
|
|
|
|
|
INTANGIBLE ASSETS
|
|
7,242
|
|
7,457
|
|
|
|
|
|
|
|
Total assets
|
|
$ 252,577
|
|
$ 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
|
|
|
June 30,
|
|
December 31,
|
|
|
|
2009
|
|
2008
|
|
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
Short-term loans from banks and others
|
|
$ 3,740
|
|
$ 1,142
|
|
Current maturities of long-term loans from banks and others
|
|
750
|
|
2,349
|
|
Trade payables
|
|
3,997
|
|
3,829
|
|
Current maturities of Convertible Debentures
|
|
1,091
|
|
-
|
|
Other payables and accrued expenses
|
|
9,941
|
|
11,846
|
|
|
|
|
|
|
|
Total current liabilities
|
|
19,519
|
|
19,166
|
|
|
|
|
|
|
|
LONG-TERM LIABILITIES
|
|
|
|
|
|
Long-term loans from banks and others
|
|
42,586
|
|
35,062
|
|
Long-term loans from shareholders
|
|
15,357
|
|
6,176
|
|
Accrued severance pay and retirement obligations
|
|
2,399
|
|
4,137
|
|
Convertible Debentures
|
|
1,680
|
|
2,161
|
|
Other long term liabilities
|
|
356
|
|
-
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
62,378
|
|
47,536
|
|
|
|
|
|
|
|
CONTINGENT LIABILITIES, PLEDGES AND COMMITMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
Elron shareholders' equity:
|
|
|
|
|
|
Ordinary shares of NIS 0.003 par value; Authorized – 35,000,000
shares as of June 30, 2009 and December 31, 2008; Issued and
outstanding: 29,650,017 shares as of June 30, 2009 and
December 31, 2008, respectively;
|
|
9,573
|
|
9,573
|
|
Additional paid-in capital
|
|
276,371
|
|
276,286
|
|
Accumulated other comprehensive income
|
|
84
|
|
1,104
|
|
Accumulative deficit
|
|
(127,213)
|
|
**(113,159)
|
|
Total Elron shareholders' equity
|
|
158,815
|
|
173,804
|
|
Noncontrolling interest
|
|
11,865
|
|
*16,530
|
|
|
|
|
|
|
|
Total equity
|
|
170,680
|
|
190,334
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$ 252,577
|
|
$ 257,036
|
* Reclassified according to FAS 160.
** 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
STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except
share and per share data
|
|
|
Six months
ended June 30,
|
|
Three months
ended June 30,
|
|
Year ended December 31,
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
2008
|
|
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$ 5,566
|
|
$ 2,273
|
|
$ 2,134
|
|
$ 1,241
|
|
$ 6,237
|
|
Equity in losses of affiliated companies, net*
|
|
(3,425)
|
|
*(11,778)
|
|
(917)
|
|
*(4,431)
|
|
*(19,866)
|
|
Gain (loss) from disposal of businesses and affiliated companies and
changes in holdings in affiliated companies, net
|
|
6,691
|
|
153
|
|
6,666
|
|
52
|
|
(44)
|
|
Other income (expenses), net
|
|
(2,478)
|
|
(1,841)
|
|
(1,422)
|
|
(2,565)
|
|
*(21,042)
|
|
Financial income (expenses), net
|
|
(1,202)
|
|
1,240
|
|
(1,702)
|
|
1,549
|
|
1,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,152
|
|
*(9,953)
|
|
4,759
|
|
*(4,154)
|
|
*(33,037)
|
|
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
2,808
|
|
1,114
|
|
1,304
|
|
693
|
|
3,646
|
|
Research and development costs, net
|
|
11,563
|
|
13,741
|
|
6,331
|
|
7,803
|
|
29,194
|
|
Marketing and selling expenses
|
|
4,096
|
|
3,040
|
|
2,247
|
|
1,965
|
|
7,525
|
|
General and administrative expenses
|
|
6,664
|
|
9,976
|
|
2,245
|
|
5,312
|
|
18,832
|
|
Amortization of intangible assets and acquired in- process- research
and development write-off
|
|
214
|
|
4,582
|
|
107
|
|
106
|
|
4,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,345
|
|
32,453
|
|
12,234
|
|
15,879
|
|
63,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes on income
|
|
(20,193)
|
|
*(42,406)
|
|
(7,475)
|
|
(20,033)
|
|
*(97,035)
|
|
Taxes on income
|
|
-
|
|
(98)
|
|
-
|
|
34
|
|
(1,269)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ (20,193)
|
|
$ *(42,504)
|
|
$ (7,475)
|
|
$*(19,999)
|
|
$ *(98,304)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net loss attributable to the noncontrolling interest**
|
|
6,232
|
|
**12,637
|
|
3,326
|
|
**3,217
|
|
**15,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Elron's shareholders
|
|
$ (13,961)
|
|
$**(29,867)
|
|
$ (4,149)
|
|
$**(16,782)
|
|
$ *(83,137)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders
|
|
$ (0.47)
|
|
$ * (1.01)
|
|
$ (0.14)
|
|
$ *(0.57)
|
|
$ *(2.80)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to Elron's shareholders
|
|
$ (0.47)
|
|
$ *(1.01)
|
|
$ (0.14)
|
|
$ * (0.57)
|
|
$ *(2.84)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of Ordinary shares used in computing basic
net loss per share (thousands)
|
|
29,650
|
|
29,650
|
|
29,650
|
|
29,650
|
|
29,650
|
|
Weighted average number of Ordinary shares used in computing diluted
net loss per share (thousands)
|
|
29,650
|
|
29,650
|
|
29,650
|
|
29,650
|
|
29,650
|
* 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.