TEL AVIV, Israel (Business Wire) -- Elron Electronic Industries Ltd. (NASDAQ:ELRN)(TASE:ELRN) ("Elron" or the "Company") today reported its financial results for the third quarter and first nine months of 2009.
Elron's net income attributable to shareholders in the third quarter of 2009 amounted to $0.9 million, as compared to $19.6 million net loss in the third quarter of 2008.
Third quarter results included a gain in the amount of $11.4 million resulting from the deconsolidation of Elron's former subsidiary, Impliant Inc. ("Impliant"). This gain was offset by $6.9 million of losses recorded with respect to Elron's group companies, as compared with $16.5 million of losses in the third quarter of 2008.
Elron's non-consolidated G&A costs in the third quarter of 2009 amounted to $1.4 million, compared with $2.1 million in the third quarter of 2008. The 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 nine months of 2009 amounted to $13.0 million, compared to a $49.5 million net loss in the comparable period last year. Results for the first nine months of 2009 include the gain resulting from the deconsolidation of Impliant in the third quarter and the gain resulting from 3DV's sale of assets recorded in the second quarter of 2009, offset by net losses recorded with respect to Elron's group companies in the amount of $21.9 million, compared with a $42.1 million loss in the first nine months of 2008.
Elron's non-consolidated G&A costs in the first nine months of 2009 amounted to $4.8 million, compared with $7.4 million in the first nine months of 2008.
The decrease in losses recorded with respect to Elron's group companies resulted mainly from the adoption of ASC 810-10, "Consolidation" (originally issued as FAS 160, "Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements") 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 THIRD QUARTER OF 2009
SALE OF ELRON'S HOLDINGS IN NETVISION:
On October 29, 2009, Elron announced the completion of the sale of its holding in NetVision Ltd. ("NetVision"), a leading Israeli internet service and international long distance provider, to DIC and Clal Industries and Investments Ltd. ("CII"), following approval of the sale by the shareholders of each of Elron, DIC and Clal. As a result of the sale, Elron received proceeds of NIS 228.7 million (equal to $60.7 million) and will record in the fourth quarter of 2009, a gain of approximately $30 million.
NON-BINDING INDICATION OF INTEREST FOR ACQUISITION OF MEDINGO
On October 26, 2009, Elron announced the receipt of a non-binding indication of interest of a third party regarding a potential acquisition of Medingo Ltd. ("Medingo") (92% held by Elron, including 83% held by RDC – Rafael Development Corporation ("RDC"), Elron's 50.1% subsidiary). Medingo is engaged in the development and commercialization of a miniature insulin dispensing patch pump for the needs of insulin-dependent diabetic patients. The indication of interest relates to an acquisition of Medingo's entire share capital for a cash consideration ranging from $150 million to $170 million and a contingent additional cash consideration conditional upon one or more milestone(s) to be mutually agreed, which may bring the total consideration up to between $185 million and $213 million. The transaction would be subject mainly to (i) the parties entering into a mutually agreed definitive agreement; (ii) satisfactory completion of a full due diligence by the third party; and (iii) the parties obtaining applicable corporate and regulatory approvals. In the event of consummation of such transaction, Elron would be expected to record a net gain initially estimated at this stage to be between approximately $54 million and approximately $80 million, including Elron's share in the net gain expected to be recorded by RDC. There is no assurance of the occurrence, timing or terms of any such transaction.
LIQUIDITY, INVESTMENTS & SHAREHOLDERS' EQUITY:
As of September 30, 2009, Elron's non-consolidated cash balance amounted to $7.5 million compared with $4.0 million at December 31, 2008. As of September 30, 2009, Elron's long-term loans, not including loans of its subsidiaries, amounted to $46.6 million. This includes $9.0 million of loans received during the first nine months of 2009 from DIC.
During the first nine months of 2009 Elron and RDC invested an amount of $24.6 million in their group companies.
During the first nine months of 2009 Elron received dividends from Given Imaging Ltd. and NetVision in the aggregate amount of $8.1 million.
Following the sale of Elron's holdings in NetVision, Elron's non-consolidated cash balance amounted, as of October 30, 2009, to $66.2 million.
Shareholders' equity attributable to shareholders at September 30, 2009, was $161.6 million, which represented approximately 65% of Elron's total assets, compared with $173.8 million, which represented approximately 68% of Elron's total assets, at December 31, 2008.
MANAGEMENT CHANGES
Elron's Vice President & Chief Financial Officer, Ms. Rinat Remler, has announced her intention to resign from her position effective December 31, 2009. Mr. Yaron Elad, the Company's current controller of the past 2 years, has been appointed Chief Financial Officer effective January 1, 2010.
Arie Mientkavich, the Company's Chairman, today thanked Rinat Remler for her ongoing dedication and contribution to Elron and its group companies. "Rinat has been a most valuable member of the Elron team over the past decade, first as the Company's Director of Finance, and then as its Chief Financial Officer. During this time, Rinat has accompanied all of Elron's major undertakings, and was a party to various Elron's successes." Wishing Yaron Elad success in his new position, Mr. Mientkavich added. "Yaron's experience as Elron's Controller paired with his familiarity with Elron and its group companies will enable a smooth transition all round."
ABOUT ELRON ELECTRONIC INDUSTRIES:
Elron Electronic Industries Ltd. (TASE & NASDAQ: ELRN), a member of the IDB Holding group, is a technology holding company traded on the Nasdaq Global Select Market and on the Tel-Aviv Stock Exchange. Elron's group companies currently comprise public and privately held companies engaged in a diverse range of technological activities. These companies, at various levels of maturity and progress, are primarily in the fields of medical devices, information & communications technology and clean technology, and have the potential to be technology leaders, each in their respective fields. Elron focuses on identifying and developing unique technology companies. Current group companies include Given Imaging, Medingo, BrainsGate, NuLens, Aqwise and Starling, and in the past included Elbit Systems, NetVision and Partner Communications. 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 are 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. 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
| September 30, | December 31, | |||
| 2009 | 2008 | |||
| Unaudited | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ 13,808 | $ 17,364 | ||
| Restricted cash | 67 | 143 | ||
| Trade receivables | 1,556 | 1,150 | ||
| Other receivables and prepaid expenses | 3,818 | 5,772 | ||
| Inventories | 4,344 | 1,999 | ||
| Total current assets | 23,593 | 26,428 | ||
| INVESTMENTS AND LONG-TERM RECEIVABLES: | ||||
| Investments in affiliated companies | 145,459 | *151,539 | ||
| Investments in other companies and long-term receivables | 67,726 | *64,088 | ||
| Severance pay deposits | 1,869 | 2,942 | ||
| Other receivables | 585 | - | ||
| Total investments and long-term receivables | 215,639 | 218,569 | ||
| PROPERTY AND EQUIPMENT, NET | 3,426 | 4,582 | ||
| INTANGIBLE ASSETS | 7,135 | 7,457 | ||
| Total assets | $ 249,793 | $ 257,036 |
* Adjusted retroactively based on ASC 323-10 – Equity method and joint ventures (originally issued as 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
| September 30, | December 31, | |||
| 2009 | 2008 | |||
| Unaudited | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Short-term loans from banks and others | $ 1,325 | $ 1,142 | ||
| Current maturities of long-term loans from banks and others | - | 2,349 | ||
| Trade payables | 4,098 | 3,829 | ||
| Current maturities of Convertible Debentures | 1,120 | - | ||
| Other payables and accrued expenses | 10,756 | 11,846 | ||
| Total current liabilities | 17,299 | 19,166 | ||
| LONG-TERM LIABILITIES: | ||||
| Long-term loans from banks and others | 44,630 | 35,062 | ||
| Long-term loans from shareholders | 16,593 | 6,176 | ||
| Convertible Debentures | 1,824 | 2,161 | ||
| Accrued severance pay and retirement obligations | 2,126 | 4,137 | ||
| Other long-term liabilities | 340 | - | ||
| Total long-term liabilities | 65,513 | 47,536 | ||
| CONTINGENT LIABILITIES, PLEDGES AND COMMITMENTS | ||||
| SHAREHOLDERS' EQUITY: | ||||
|
Ordinary shares of NIS 0.003 par value - Authorized: – |
9,573 | 9,573 | ||
| Additional paid-in capital | 276,629 | 276,286 | ||
| Accumulated other comprehensive income | 1,632 | 1,104 | ||
| Accumulative deficit | (126,280) | **(113,159) | ||
| Total Elron shareholders' equity | 161,554 | 173,804 | ||
| Noncontrolling interest | 5,427 | *16,530 | ||
| Total equity | 166,981 | 190,334 | ||
| Total liabilities and equity | $ 249,793 | $ 257,036 |
* Reclassified according to ASC 810-10, "Consolidation" (originally
issued as FAS 160).
** Adjusted retroactively based on ASC
323-10 – Equity method and joint ventures (originally issued as 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
|
Nine months
ended September 30, |
Three months
ended September 30, |
Year ended |
|||||||
| 2009 | 2008 | 2009 | 2008 | 2008 | |||||
| Unaudited | Unaudited | ||||||||
| INCOME | |||||||||
| Net revenues | $ 7,416 | $ 3,539 | $ 1,850 | $ 1,266 | $ 6,237 | ||||
| Equity in losses of affiliated companies, net* | (4,428) | *(14,747) | (1,003) | *(2,970) | *(19,866) | ||||
| Gain (loss) from disposal of businesses and affiliated companies and changes in holdings in affiliated companies and a subsidiary, net | 18,053 | (31) | 11,362 | (184) | (44) | ||||
| Other income (expenses), net | (2,601) | *(5,905) | (123) | *(4,063) | *(21,042) | ||||
| Financial income (expenses), net | (3,447) | 2,460 | (2,245) | 1,220 | 1,678 | ||||
| 14,993 | *(14,684) | 9,841 | *(4,731) | *(33,037) | |||||
| COSTS AND EXPENSES | |||||||||
| Cost of revenues | 3,793 | 1,941 | 985 | 827 | 3,646 | ||||
| Research and development costs, net | 16,706 | 21,211 | 5,510 | 7,470 | 29,194 | ||||
| Selling and Marketing expenses | 6,941 | 5,408 | 2,845 | 2,367 | 7,525 | ||||
| General and administrative expenses | 11,646 | 14,696 | 4,611 | 4,720 | 18,832 | ||||
| Amortization of intangible assets and acquired in- process research and development write-off | 321 | 4,695 | 107 | 114 | 4,801 | ||||
| 39,407 | 47,951 | 14,058 | 15,498 | 63,998 | |||||
| Loss before taxes on income | (24,414) | *(62,635) | (4,217) | *(20,229) | *(97,035) | ||||
| Taxes on income | - | (1,257) | - | (1,159) | (1,269) | ||||
| Net loss | $ (24,414) | $ *(63,892) | $ (4,217) ( | $ *(21,388) | $ *(98,304) | ||||
| Less: Net loss attributable to the noncontrolling interest** | 11,386 | **14,419 | 5,150 | $ **1,782 | **15,167 | ||||
| Net income (loss) attributable to Elron's shareholders | $ (13,028) | $ **(49,473) | $ 933 | $ *(19,606) | $ *(83,137) | ||||
| Net income (loss) per share attributable to Elron's shareholders: | |||||||||
| Basic: | |||||||||
| Net income (loss) per share attributable to Elron's shareholders |
$ (0.44) |
$ *(1.67) | $ 0.03 | $ *(0.66) | $ *(2.80) | ||||
| Diluted: | |||||||||
| Net income (loss) per share attributable to Elron's shareholders | $ (0.44) | $ *(1.67) | $ 0.03 | $ *(0.66) | $ *(2.84) | ||||
| Weighted average number of Ordinary shares used in computing basic net income (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 income (loss) per share (thousands) | 29,650 | 29,650 | 29,650 | 29,650 | 29,650 | ||||
* Adjusted retroactively based on ASC 323-10 – Equity method and joint
ventures (originally issued as 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 ASC 810-10,
"Consolidation" (originally issued as FAS 160).
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