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Marketwired
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Given Imaging Reports Fourth Quarter and Fiscal Year 2012 Financial Results/ Fourth Quarter and Fiscal Year 2012 Revenues $48.7 Million and $180.5 Million, Respectively; Americas Region PillCam SB Capsule Sales Increase 7% in Fourth Quarter 2012; Fiscal

YOQNEAM, ISRAEL -- (Marketwire) -- 02/12/13 -- Given Imaging Ltd. (NASDAQ: GIVN) today announced financial results for the fourth quarter and fiscal year ended December 31, 2012.

Revenues were $48.7 million in the fourth quarter of 2012, compared to $48.5 million in the fourth quarter of 2011.

Gross margin on a GAAP-basis in the fourth quarter of 2012 was 74.6 percent, compared to 77.4 percent in the fourth quarter of 2011. Gross margin on a non-GAAP-basis in the fourth quarter of 2012 was 76.1 percent, compared to 77.9 percent in the fourth quarter of 2011.

On a GAAP-basis, operating profit was $3.6 million in the fourth quarter of 2012, compared to $4.9 million in the fourth quarter of 2011. Non-GAAP operating profit was $7.0 million in the fourth quarter of 2012, compared to $7.1 million in the same period in 2011. The acquisition of SmartPill assets negatively impacted gross and operating profit. The effect on GAAP and non-GAAP operating profit was approximately $1.3 million and $0.3 million, respectively in the fourth quarter and full year 2012. The Company recorded SmartPill revenue of $0.6 million in the fourth quarter of 2012.

On a GAAP-basis, net income for the fourth quarter of 2012 was $5.1 million, or $0.16 per share, compared to $5.6 million, or $0.18 per share, in the same period in 2011. On a non-GAAP-basis, net income for the fourth quarter of 2012 increased three percent to $7.9 million, or $0.25 per share on a fully diluted basis, compared to $7.7 million, or $0.25 per share on a fully diluted basis, in the fourth quarter of 2011.

A reconciliation of GAAP results to non-GAAP results is attached.

Cash provided by operating activities in the fourth quarter and in fiscal year 2012 was $11.0 million and $27.8 million, respectively. Cash and cash equivalents, short-term investments and marketable securities on December 31, 2012 totaled $124.1 million.

"We are pleased to have delivered record net income, both on a GAAP and non-GAAP-basis in 2012. We achieved a solid six percent increase in revenues in the Americas region. Revenues in the rest of the world were impacted by the continuing economic weakness in Europe, delays caused by a change in our Japanese commercial strategy and a shortfall in revenues in China. We expect 2013 to be a pivotal year for Given Imaging and our goal is to return to double-digit revenue growth as we expand the market for our comprehensive line of devices to visualize, detect, and monitor disorders in the digestive tract and introduce new, innovative products, including our next-generation capsule endoscope for the small bowel, PillCam SB3. We plan to launch PillCam SB3 in Europe this quarter and in the U.S. later this year," said Homi Shamir, president and CEO, Given Imaging.

Fourth Quarter 2012 Revenue Analysis

Revenues in the Americas region in the fourth quarter of 2012 increased by one percent to $31.3 million from $30.9 million in the same period in 2011. The increase is attributable to a seven percent increase in sales of PillCam SB, which was partially offset by lower functional GI diagnostics product sales. Revenues in the EMEA region were $11.3 million compared to $11.4 million in the same period in 2011. APAC revenues were $6.1 million, compared to $6.3 million in the same period in 2011.

Worldwide PillCam SB sales increased two percent to 61,800 capsules in the fourth quarter of 2012, compared to 60,300 capsules in the same period in 2011. PillCam SB sales in the Americas region increased by seven percent to 40,300 capsules in the fourth quarter of 2012, compared to 37,800 capsules in the fourth quarter of 2011. PillCam SB sales in the EMEA region decreased by eight percent to 14,200 capsules, compared to 15,400 capsules in the fourth quarter of 2011, while PillCam SB sales in the APAC region increased by two percent to 7,300 capsules, compared to 7,200 capsules in the same period in 2011.

Worldwide sales of functional GI diagnostics products including the Bravo pH Monitoring System, Digitrapper pH-Z, ManoScan and SmartPill products increased by two percent to $14.6 million in the fourth quarter of 2012 compared to $14.3 million in the same period in 2011. In the Americas region, functional GI diagnostics product revenue decreased by eight percent in the fourth quarter of 2012 to $11.0 million compared to $12.0 million in the same period in 2011. Functional GI diagnostics revenue in the EMEA region increased by 63 percent to $2.9 million, while revenue in the APAC region was $0.7 million, $0.1 million over the same quarter last year.

Supplemental fourth quarter data can be found at www.givenimaging.com in the Investor Relations section.

Fiscal Year 2012 Financial Results

For the full year ended December 31, 2012, revenues increased by one percent to $180.5 million compared to $178.0 million in the same period in 2011. Revenues in the Americas region in 2012 increased by six percent to $115.1 million from $108.8 million in the same period in 2011. Revenues in the EMEA region decreased by five percent to $42.9 million compared to $45.1 million in 2011. APAC revenues decreased by six percent to $22.5 million, compared to $24.0 million in the same period in 2011. The decrease was attributable to weakness in sale of functional GI diagnostics products in the Far East and to lower capsule sales in the first half of 2012 in Australia and Japan.

Worldwide PillCam SB sales increased by 2 percent to 235,700 capsules in 2012, compared to 232,200 capsules in the same period in 2011. PillCam SB sales in the Americas region increased two percent to approximately 145,500 capsules, compared to the 142,200 capsules that were sold in 2011. PillCam SB sales in the EMEA region decreased by one percent to 58,900 capsules, compared to 59,400 capsules in 2011, while PillCam SB sales in the APAC region increased by two percent to 31,300 capsules, compared to 30,600 capsules in the same period in 2011.

Worldwide sales of Given Imaging's functional GI diagnostics products increased by eight percent to $53 million in 2012 compared to $48.2 million in the same period in 2011. In the Americas region, functional GI diagnostics product revenue increased by 11 percent in 2012 to $41.7 million compared to $37.5 million in the same period in 2011. Functional GI diagnostics revenue in the EMEA region were $8.1 million, 13 percent higher than 2011, while revenue in the APAC region was $2.9 million compared to $3.5 million in the same period in 2011.

Gross margin on a GAAP-basis in 2012 was 76.2 percent, compared to 76.7 percent in 2011. Gross margin on a non-GAAP-basis in 2012 was 77.2 percent, similar to 2011.

On a GAAP-basis, operating profit was $13.9 million in 2012, compared to $13.0 million in the same period in 2011. Non-GAAP operating profit was $23.1 million, compared to $21.6 million in the same period in 2011. On a GAAP-basis, net income for 2012 was $14.4 million, or $0.45 per share, compared to $12.0 million, or $0.39 per share, in 2011. GAAP net income and EPS in 2012 increased 20 percent and 15 percent over 2011, respectively. On a non-GAAP-basis, net income for 2012 increased 12 percent to $22.6 million, or $0.72 per share on a fully diluted basis, compared to $20.1 million, or $0.65 per share on a fully diluted basis, in the same period in 2011.

2013 Guidance

The Company expects that 2013 revenues will be between $195 million and $205 million.

The Company expects that earnings per share will be between $0.55 - $0.63 on a GAAP-basis and between $0.80 - $0.88 on a non-GAAP-basis. EPS expectations have been reduced by approximately 8 cents per share related to the effect of the newly imposed Medical Device Tax in the U.S.

Conference Call / Webcast Information

Given Imaging will host a conference call on Wednesday, February 13, 2013 at 9:00am ET, 4:00pm Israel time to discuss fourth quarter and fiscal year 2012 financial results. To participate in the teleconference, please dial the following numbers fifteen minutes before the call is scheduled to begin: U.S. and Canada, 1-888-438-5448; Israel, 1-80-924-5906. Callers in other countries should dial 719-457-2645. The call will also be webcast live at www.givenimaging.com.

A replay of the call will be available for two weeks on the company's website, or until February 27, 2013, by dialing 888-203-1112. Callers in Israel should dial 1-80-924-6038. Callers outside of the U.S. and Israel should dial 719-457-0820. The replay participant code is 9489476.

Use of Non-GAAP Measures

This press release provides financial measures for net income and basic and diluted earnings per share that exclude certain items and are therefore not calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance that enhances management's and investors' ability to evaluate the Company's net income and earnings per share and to compare it with historical net income and earnings per share.

The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Management uses both GAAP and non-GAAP measures when evaluating the business internally and therefore felt it is important to make these non-GAAP adjustments available to investors.

About Given Imaging Ltd.

Since pioneering the field of capsule endoscopy in 2001, Given Imaging has become a world leader in GI medical devices, offering health care providers a range of innovative options for visualizing, diagnosing and monitoring the digestive system. The company offers a broad product portfolio including PillCam® capsule endoscope for the small bowel, esophagus and colon. The company also offers industry-leading GI functional diagnostic solutions including ManoScan™ high-resolution manometry, Bravo® capsule-based pH monitoring, Digitrapper® pH-Z impedance, and the SmartPill® GI monitoring systems. Given Imaging is committed to delivering breakthrough innovations to the GI community and supporting its ongoing clinical needs. Given Imaging's headquarters are located in Yoqneam, Israel, with operating subsidiaries in the United States, Germany, France, Japan, Australia, Vietnam, Hong Kong and Brazil. For more information, please visit www.givenimaging.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, projections about our business and our future revenues, expenses and profitability. Forward-looking statements may be, but are not necessarily, identified by the use of forward-looking terminology such as "may," "anticipates," "estimates," "expects," "intends," "plans," "believes," and words and terms of similar substance. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual events, results, performance, circumstances or achievements of the Company to be materially different from any future events, results, performance, circumstances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements include statements relating to the Company exploring strategic alternatives and considering possible strategic transactions involving the Company. Factors that could cause actual events, results, performance, circumstances or achievements to differ from such forward-looking statements include, but are not limited to, the ability of the Company to reach agreement on any strategic alternative and/or to complete any such alternative, as well as the following: (1) our ability to develop and bring to market new products, (2) our ability to successfully complete any necessary or required clinical studies with our products, (3) our ability to receive regulatory clearance or approval to market our products or changes in regulatory environment, (4) our success in implementing our sales, marketing and manufacturing plans, (5) the level of adoption of our products by medical practitioners, (6) the emergence of other products that may make our products obsolete, (7) lack of an appropriate bowel preparation materials to be used with our PillCam COLON capsule, (8) protection and validity of patents and other intellectual property rights, (9) the impact of currency exchange rates, (10) the effect of competition by other companies, (11) the outcome of significant litigation, (12) our ability to obtain reimbursement for our product from government and commercial payors, (13) quarterly variations in operating results, (14) the possibility of armed conflict or civil or military unrest in Israel, (15) the impact of global economic conditions, (16) our ability to successfully integrate acquired businesses, (17) changes and reforms in applicable healthcare laws and regulations, (18) quality issues and adverse events related to our products, such as capsule retention, aspiration and failure to attach or detach, bleeding or perforation that could require us to recall products and impact our sales and net income, and (19) other risks and factors disclosed in our filings with the U.S. Securities and Exchange Commission, including, but not limited to, risks and factors identified under such headings as "Risk Factors," "Cautionary Language Regarding Forward-Looking Statements" and "Operating Results and Financial Review and Prospects" in the Company's Annual Report on Form 20-F for the year ended December 31, 2011. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except to the extent expressly required under applicable law, the Company undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

Financial Tables Follow

Given Imaging Ltd. and its Consolidated Subsidiaries
                               Excluded Items
            For the Three Months Ended December 31, 2011 and 2012
                      (Unaudited, dollars in thousands)


                           Research   Selling   General     Tax
                 Gross       And        And       And     Expense
                 Profit  Development Marketing   Admin   (Benefit)    Total
               --------- ----------- --------- --------- ---------  --------

Three month
 period ended
 December 31,
 2012

Compensation
 expenses      $       - $       180 $     551 $     810 $       -  $  1,541
One time
 expenses
 (SmartPill,
 Strategic
 Alternatives)       250           -       677       325      (352) $    900
PPA (Sierra &
 SmartPill)          483           -        93         -      (173)      403
               --------- ----------- --------- --------- ---------  --------
Total          $     733 $       180 $   1,321 $   1,135 $    (525) $  2,844
               ========= =========== ========= ========= =========  ========

Three month
 period ended
 December 31,
 2011

Compensation
 expenses      $       - $       208 $     640 $   1,042 $       -  $  1,890
PPA (Sierra)         237           -        81         -      (128)      190
               --------- ----------- --------- --------- ---------  --------
Total          $     237 $       208 $     721 $   1,042 $    (128) $  2,080
               ========= =========== ========= ========= =========  ========



            Given Imaging Ltd. and its Consolidated Subsidiaries
                               Excluded Items
           For the Twelve Months Ended December 31, 2011 and 2012
                      (Unaudited, dollars in thousands)


                           Research   Selling   General     Tax
                 Gross       And        And       And     Expense
                 Profit  Development Marketing   Admin   (Benefit)    Total
               --------- ----------- --------- --------- ---------  --------

Twelve month
 period ended
 December 31,
 2012

Compensation
 expenses      $       - $       724 $   1,985 $   3,449 $       -  $  6,158
One time
 expenses
 (SmartPill,
 Strategic
 Alternatives)       250           -       677       325      (352)      900
PPA (Sierra &
 SmartPill)         1527           -       336         -      (687)    1,176
               --------- ----------- --------- --------- ---------  --------
Total          $   1,777 $       724 $   2,998 $   3,774 $  (1,039) $  8,234
               ========= =========== ========= ========= =========  ========

Twelve month
 period ended
 December 31,
 2011

Compensation
 expenses      $       - $       708 $   2,175 $   4,480 $       -  $  7,363
PPA (Sierra)         948           -       324         -      (509)      763
               --------- ----------- --------- --------- ---------  --------
Total          $     948 $       708 $   2,499 $   4,480 $    (509) $  8,126
               ========= =========== ========= ========= =========  ========



            Given Imaging Ltd. and its Consolidated Subsidiaries
             Reconciliation of GAAP results to non-GAAP results
            For the three months ended December 31, 2011 and 2012
     Condensed, unaudited, in thousands except share and per share data


                                Q4/12                       Q4/11
                              Specified    Non            Specified    Non
                       GAAP   Items (*)    GAAP     GAAP  Items (*)    GAAP
                     -------  ---------  -------  ------- ---------  -------

Gross profit         $36,347  $     733  $37,080  $37,533 $     237  $37,770
Research and
 development, net      5,658       (180)   5,478    7,089      (208)   6,881
Sales and marketing   20,841     (1,321)  19,520   19,890      (721)  19,169
General and
 administrative        5,907     (1,135)   4,772    5,560    (1,042)   4,518
Income tax expense
 (Income)             (1,187)       525     (662)      70       128      198
Net income
 attributable to
 shareholders        $ 5,100  $   2,844  $ 7,944  $ 5,622 $   2,080  $ 7,702
Diluted EPS
 attributable to
 shareholders        $  0.16  $    0.09  $  0.25  $  0.18 $    0.07  $  0.25

(*)See specified items



Given Imaging Ltd. and its Consolidated Subsidiaries
             Reconciliation of GAAP results to non-GAAP results
           For the Twelve months ended December 31, 2011 and 2012
     Condensed, unaudited, in thousands except share and per share data

                              YTD 12                       YTD 11
                            Specified     Non            Specified     Non
                     GAAP   Items (*)    GAAP     GAAP   Items (*)    GAAP
                   -------- ---------  -------- -------- ---------  --------

Gross profit       $137,530 $   1,777  $139,307 $136,489 $     948  $137,437
Research and
 development, net    24,188      (724)   23,464   25,016      (708)   24,308
Sales and marketing  76,272    (2,998)   73,274   75,014    (2,499)   72,515
General and
 administrative      22,746    (3,774)   18,972   23,078    (4,480)   18,598
Income tax expense      459     1,039     1,498    2,158       509     2,667
Net income
 attributable to
 shareholders      $ 14,350 $   8,234  $ 22,584 $ 11,978 $   8,126  $ 20,104
Diluted EPS
 attributable to
 shareholders      $   0.45 $    0.27  $   0.72 $   0.39 $    0.26  $   0.65

(*)See specified items




                  Given Imaging Ltd. and its Subsidiaries

                        Consolidated Balance Sheets
                      (In thousands except share data)


                                                         December 31,
                                                   ------------------------
                                                       2012
                                                   (Unaudited)      2011
                                                   -----------  -----------

Assets

Current assets
Cash and cash equivalents                          $    35,442  $    24,285
Short-term investments                                  58,446       64,762
Accounts receivable:
  Trade                                                 31,279       32,406
  Other                                                  4,654        5,259
Inventories                                             22,591       22,921
Advances to suppliers                                    1,349        1,207
Deferred tax assets                                      3,526        1,538
Prepaid expenses                                         1,809        1,373
                                                   -----------  -----------

Total current assets                                   159,096      153,751

Other long term assets                                     924        1,266

Assets held for employees' severance payments            7,974        6,854

Long-term investments                                   30,188       16,003

Non-current inventory                                    6,150        4,926

Fixed assets, less accumulated depreciation             12,335       12,301

Intangible assets, less accumulated amortization        30,705       29,075

Goodwill                                                26,942       24,089
                                                   -----------  -----------


Total Assets                                       $   274,314  $   248,265
                                                   ===========  ===========



                  Given Imaging Ltd. and its Subsidiaries

                        Consolidated Balance Sheets
                      (In thousands except share data)


                                                         December 31,
                                                   ------------------------
                                                       2012
                                                   (Unaudited)      2011
                                                   -----------  -----------

Liabilities and equity


Current liabilities

Current installments of obligation under capital
 lease                                             $        38  $       139
Accounts payable:
  Trade                                                  8,756        8,081
  Other                                                 27,091       28,397
Deferred income                                            929          521
                                                   -----------  -----------

Total current liabilities                               36,814       37,138
                                                   -----------  -----------

Long-term liabilities
Obligation under capital lease, net                         78          120
Liability in respect of employees' severance
 payments                                                8,761        7,720
Contingent consideration in respect of business
 combination                                             1,038            -
Deferred tax liabilities                                 4,675        5,362
                                                   -----------  -----------
Total long-term liabilities                             14,552       13,202
                                                   -----------  -----------

Total liabilities                                       51,366       50,340
                                                   -----------  -----------

Commitments and contingencies


Equity
Shareholders' equity:
Ordinary Shares, NIS 0.05 par value each
 (90,000,000 shares authorized as of December 31,
 2012 and 2011, 31,080,876 and 30,448,838 shares
 issued and fully paid as of December 31, 2012 and
 2011, respectively)                                       367          359
Additional paid-in capital                             219,103      208,838
Capital reserve                                          1,591        2,051
Accumulated other comprehensive income (loss)              266         (885)
Retained earnings (accumulated deficit)                  1,621      (12,729)
                                                   -----------  -----------
Total shareholders' equity                             222,948      197,634
                                                   -----------  -----------
Non-controlling interests                                    -          291
                                                   -----------  -----------
Total equity                                           222,948      197,925
                                                   -----------  -----------


Total liabilities and equity                       $   274,314  $   248,265
                                                   ===========  ===========



                  Given Imaging Ltd. and its Subsidiaries

                     Consolidated Statements of Income
               (In thousands except share and per share data)


                                             Year ended December 31,
                                      -------------------------------------
                                          2012
                                      (Unaudited)      2011         2010
                                      -----------  -----------  -----------

Revenues                              $   180,501  $   177,955  $   157,809
Cost of revenues                          (42,971)     (41,466)     (37,629)
                                      -----------  -----------  -----------

Gross profit                              137,530      136,489      120,180
                                      -----------  -----------  -----------

Operating expenses
Research and development, gross           (25,627)     (26,129)     (21,695)
Government grants                           1,439        1,113        1,477
                                      -----------  -----------  -----------
Research and development, net             (24,188)     (25,016)     (20,218)

Sales and marketing                       (76,272)     (75,014)     (67,114)
General and administrative                (22,746)     (23,078)     (25,138)
Other, net                                   (455)        (397)        (759)
                                      -----------  -----------  -----------

Total operating expenses                 (123,661)    (123,505)    (113,229)
                                      -----------  -----------  -----------

Operating profit                           13,869       12,984        6,951

Financial income, net                         847        1,343        2,599
                                      -----------  -----------  -----------

Profit before taxes on income              14,716       14,327        9,550

Income tax expense                           (459)      (2,158)      (1,362)
                                      -----------  -----------  -----------

Net Profit                                 14,257       12,169        8,188

Net loss (profit) attributable to non-
 controlling interest                          93         (191)         290
                                      -----------  -----------  -----------

Net profit attributable to
 shareholders                         $    14,350  $    11,978  $     8,478

Net change in respect of available for
 sale securities                            1,151         (980)        (304)
                                      -----------  -----------  -----------
Total comprehensive profit
 attributable to Shareholders         $    15,501  $    10,998  $     8,174

Total comprehensive profit (loss)
 attributable to non-controlling
 interest                                     (93)         191         (290)
                                      -----------  -----------  -----------

Total comprehensive profit            $    15,408  $    11,189  $     7,884
                                      ===========  ===========  ===========

Earnings per share:

Basic Earnings attributed to
 shareholders per Ordinary Share      $      0.47  $      0.40  $      0.29
                                      ===========  ===========  ===========

Diluted Earnings attributed to
 shareholders per Ordinary Share      $      0.45  $      0.39  $      0.28
                                      ===========  ===========  ===========

Weighted average number of Ordinary
 Shares used to compute basic Earnings
 per Ordinary Share                    30,853,581   30,212,787   29,670,842
                                      ===========  ===========  ===========
Weighted average number of Ordinary
 Shares used to compute diluted
 Earnings per Ordinary Share           31,563,208   31,089,499   30,525,654
                                      ===========  ===========  ===========



                  Given Imaging Ltd. and its Subsidiaries

                   Consolidated Statements of Cash Flows
                               (In thousands)


                                             Year ended December 31,
                                      -------------------------------------
                                          2012
                                      (Unaudited)      2011         2010
                                      -----------  -----------  -----------

Cash flows from operating activities:
Net profit                            $    14,257  $    12,169  $     8,188

Adjustments required to reconcile net
 profit to net cash provided by
 operating activities:

Depreciation and amortization               8,597        8,296        7,662
Goodwill impairment                             -            -           20
Deferred tax assets                        (1,988)         100          761
Deferred tax liabilities                     (687)        (509)        (888)
Stock based compensation                    6,158        7,363        8,482
Loss from disposal of long term assets        484          397          739
Decrease (increase) in accounts
 receivable - trade                           977       (4,544)         560
Decrease (increase) in other accounts
 receivable - other                         1,252         (968)        (488)
Decrease (increase) in prepaid
 expenses                                    (436)         212          (23)
Decrease (increase) in advances to
 suppliers                                   (142)        (766)          93
Decrease (increase) in inventories           (299)      (3,145)       2,331
Increase (decrease) in accounts
 payable                                     (691)       1,433        3,389
Increase (decrease) in deferred
 revenue                                      408         (267)         554
Other                                         (62)         158          304
                                      -----------  -----------  -----------
Net cash provided by operating
 activities                                27,828       19,929       31,684
                                      -----------  -----------  -----------

Cash flows from investing activities:
Purchase of fixed assets and
 intangible assets                         (7,005)     (10,551)      (5,056)

Other long term assets, net                  (538)         (39)          (6)
Acquisition of Businesses, net of cash
 acquired (1)                              (6,000)           -      (34,709)
Change in short term deposit, net           4,968      (20,176)     (26,830)
Proceeds from sales and maturity of
 marketable securities                     13,343       11,141       25,167
Investments in marketable securities      (24,827)     (16,910)      (5,953)
                                      -----------  -----------  -----------
Net cash used in investing activities     (20,059)     (36,535)     (47,387)
                                      -----------  -----------  -----------

Cash flows from financing activities:
Principal payments on capital lease
 obligation                                  (129)        (168)        (143)
Proceeds from the issuance of Ordinary
 Shares                                     4,115        6,585        4,219
Purchase of shares from a non-
 controlling shareholder in a
 subsidiary                                  (658)           -         (403)
                                      -----------  -----------  -----------
Net cash provided by financing
 activities                                 3,328        6,417        3,673
                                      -----------  -----------  -----------

Effect of exchange rate changes on
 cash and cash equivalents                     60         (145)         191
                                      -----------  -----------  -----------
Increase (decrease) in cash and cash
 equivalents                               11,157      (10,334)     (11,839)
Cash and cash equivalents at beginning
 of year                                   24,285       34,619       46,458
                                      -----------  -----------  -----------
Cash and cash equivalents at end of
 year                                 $    35,442  $    24,285  $    34,619
                                      ===========  ===========  ===========

Supplementary cash flow information:

Income taxes paid                     $     2,883  $     2,179  $       234
                                      ===========  ===========  ===========

For further information contact:

Fern Lazar/David Carey
Lazar Partners Ltd.
1-212-867-1768
flazar@lazarpartners.com
dcarey@lazarpartners.com

Israel Investor Contact:
Nava Ladin
Gelbart Kahana Investor Relations
+972-3-6074717
nava@gk-biz.com

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