SOURCE: Given Imaging

Given Imaging

August 05, 2009 16:01 ET

Given Imaging Reports Second Quarter 2009 Results

Second Quarter 2009 Revenues Increase 9% to a Record $36 Million; 75% Increase in Second Quarter 2009 GAAP EPS to $.16; Second Quarter 2009 Non-GAAP EPS More Than Doubles to $.19

YOQNEAM, ISRAEL--(Marketwire - August 5, 2009) - Given Imaging Ltd. (NASDAQ: GIVN) today announced financial results for the second quarter ended June 30, 2009.

Worldwide revenues in the second quarter of 2009 increased to a record $36 million from $33.1 million in the second quarter of 2008. Gross margin in the second quarter of 2009 increased to 76.1%, compared to 75.5% in the second quarter of 2008.

Net income for the second quarter of 2009 increased by 75% to $4.9 million or $0.16 per share on a fully diluted* GAAP basis compared to $2.9 million, or $0.09 per share, respectively, in the second quarter of 2008. Non-GAAP earnings per share for the second quarter of 2009 increased to $0.19, compared to $0.09 in the same period last year.

Non-GAAP net income for the quarter excludes a tax benefit of $1.4 million resulting from a settlement agreement with the Israeli Tax Authorities related to an audit of the Company's income tax returns for fiscal years 2004 through 2007. Non-GAAP net income also excludes compensation expense (FAS123R) of $2.1 million. A reconciliation of GAAP results to non-GAAP results is below.

Cash and cash equivalents, short-term investments and marketable securities at June 30, 2009 increased to $83.3 million.

"We are very pleased that despite the global economic slowdown, we are reporting very good second quarter results including record revenue fueled by strong Bravo sales and the highest level of PillCam SB sales ever reported. In particular, we're extremely pleased that our efforts to increase operating efficiencies and make our sales promotions more cost-effective allowed us to triple the second quarter non-GAAP operating margin to almost 12%," said Homi Shamir, president and CEO of Given Imaging. "Based on our robust second quarter and first half 2009 results, we believe that we are firmly on track to achieve our 2009 financial guidance."

Second Quarter 2009 Revenue Analysis

Sales in the Americas region increased 16% to $22.9 million, from $19.7 million in the same period in 2008, and 18% compared to $20.2 million in the first quarter of 2009. Sales in the Americas region include $3.3 million from sales of the Bravo pH Monitoring System (Bravo). Sales in the EMEA region were $10 million, an increase of 20% from $8.3 million in the same period in 2008. EMEA sales include $400,000 from sales of Bravo. Sales in the APAC region were $3.2 million, a decline of 36% from $5 million last year. The decline in sales in the APAC region is attributable to a decline in systems sales in Japan, and a weak market in most of the Asian countries.

Worldwide PillCam SB sales amounted to 57,500 capsules in the second quarter of 2009, an increase of 8% compared to the same period last year. PillCam SB sales in the Americas region increased by 1% to 38,500 in the second quarter of 2009 compared to 38,200 in the second quarter of 2008. PillCam SB sales in the EMEA region increased 36% compared to the second quarter of 2008, while PillCam SB sales in the APAC region decreased 2%. Worldwide reorders of PillCam SB increased by 9% to approximately 56,100 compared to approximately 51,300 in the second quarter of 2008. PillCam SB reorders accounted for the majority of PillCam SB sales in the second quarter.

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

Six Month Financial Results

For the six month period ended June 30, 2009, sales increased by 10% to $66.5 million compared to $60.2 million in the same period of 2008. Sales in the Americas region in the first half of 2009 grew 21% to $43.1 million compared to $35.5 million in the same period in 2008. For the six month period, sales of PillCam SB in the Americas region grew approximately 7%. Also, sales in the Americas region include $5.9 million from sales of Bravo. Sales in the EMEA region increased by 10% to $18.1 million, from $16.5 million in the same period in 2008, and sales in the APAC region were $5.4 million, a decline of 50% from $8.1 million last year.

Gross profit for the six month period was 76% compared to 73.5% in 2008. Net income for the first six months of 2009 increased 29% to $5.1 million, or $0.17 per share on a fully diluted GAAP basis, compared to net income of $4 million or $0.13 per share for the same period in 2008. Non-GAAP earnings per share for the first six months of 2009 increased to $7.4 million or $0.25, compared to $2.8 million or $0.09 in the same quarter of last year.

2009 Guidance

The company is reaffirming its guidance for 2009 for revenues of between $141 million and $148 million, and GAAP EPS of between $0.20 - $0.28, and non-GAAP EPS of $0.46 - $0.54.

Recent Developments

-- One Millionth PillCam Milestone

In May 2009, Given Imaging announced that it had reached the milestone of selling one million PillCam video capsules since the company introduced the PillCam video capsule in 2001.

-- Launched Two New Products: SensorBelt and RecorderPouch

In May, Given Imaging launched a simplified procedure for performing PillCam SB 2 capsule endoscopies for the detection of disease in the small intestine. The new procedure utilizes two new products -- SensorBelt and RecorderPouch -- replacing the sensor array and the recorder belt used previously with the DataRecorder to record the wireless signals emitted by the capsule. The RecorderPouch and SensorBelt are now available following 510k clearance.

-- Dick Aderman Named President of Given Imaging Inc.

Dick Aderman was appointed President of Given Imaging Inc. in July. Mr. Aderman has extensive healthcare technology and diagnostics industry experience.

-- First Generation PillCam COLON Study Published in the New England Journal of Medicine

Results from a prospective multi-center study comparing the performance of the first generation PillCam COLON capsule endoscope with optical colonoscopy for the detection of colorectal polyps and cancer were published in the July 16, 2009 issue of the New England Journal of Medicine. The study's authors concluded that while this first-generation PillCam COLON's sensitivity for detecting colonic lesions was lower than colonoscopy, colon capsule endoscopy is a safe way to visualize the colon that obviates the need for sedation, intubation or air insufflation. Given Imaging is currently conducting R&D trials for the second generation PillCam COLON in Israel. PillCam COLON is not cleared for use in the USA.

Conference Call / Webcast Information

U.S. Call / Webcast

The company will host a conference call in English at 9:00am ET on Thursday, August 6. To participate in this teleconference, please dial 888-820-9408 fifteen minutes before the conference is scheduled to begin. Callers outside of the U.S. should dial 913-312-1241. 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 August 20 by dialing 888-203-1112. Callers outside of the U.S. should dial 719-457-0820. The replay participant code is 4097216.

Hebrew Call

A separate conference call in Hebrew will take place on August 6 at 2:00pm Israel time, 7am ET. To access this call, please dial +972 3 9180609 ten minutes before the conference is scheduled to begin. A replay of the call will be available from August 9 until August 11 by dialing +972 3 9255951.

About Given Imaging

Given Imaging has advanced gastrointestinal diagnosis by developing innovative, patient-friendly tools based on its PillCam® Platform. PillCam capsule endoscopy provides physicians with natural images of the small intestine via PillCam® SB, the esophagus through PillCam® ESO, and the colon with PillCam® COLON [PillCam COLON is not cleared for use in the USA]. The PillCam capsules are miniature video cameras that patients ingest. Given Imaging's other capsule products include Agile™ patency capsule, to verify intestinal patency, and Bravo®, the only wireless, catheter-free, 48-hour pH test commercially available for pH testing to assess gastroesophageal reflux disease (GERD). Given Imaging's products use cutting-edge, wireless technology and advanced software to enable gastroenterologists to better diagnose disease of the esophagus, small bowel and colon and more accurately treat patients. All Given Imaging products allow patients to maintain normal activities. Since 2001, more than one million PillCam® video capsules have helped physicians evaluate patients for GI disorders. Given Imaging's headquarters, manufacturing and R&D facilities are located in Yoqneam, Israel, with operating subsidiaries in the United States, Germany, France, Japan, Australia and Singapore. For more information, please visit http://www.givenimaging.com.

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 principals (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.

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. 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 following: (1) our ability to develop and bring to market new products, (2) our ability to receive regulatory clearance or approval to market our products or changes in regulatory environment, (3) our success in implementing our sales, marketing and manufacturing plans, (4) protection and validity of patents and other intellectual property rights, (5) the impact of currency exchange rates, (6) the effect of competition by other companies, (7) the outcome of significant litigation, (8) our ability to obtain reimbursement for our product from government and commercial payors, (9) quarterly variations in operating results, (10) the possibility of armed conflict or civil or military unrest in Israel, (11) the impact of global economic conditions, and (12) 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, 2008. 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 for the Company's ongoing obligations to disclose material information under the applicable securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

* Based on fully diluted shares of 29,766,429 at June 30, 2009, and 30,678,341 at June 30, 2008

           Given Imaging Ltd. and its Consolidated Subsidiaries
                              Specified Items
            For the Three Months Ended June 30, 2008 and 2009
                    (Unaudited, dollars in thousands)






                Research           General   Termination
                  And    Selling     And         Of
                Develop-   And     Adminis-   Marketing     Tax
                  ment   Marketing tration    Agreement   Benefit   Total

Three month
 period ended
 June 30, 2009

Compensation
 expenses       $    115 $     845 $  1,218  $          - $     -  $ 2,178
Tax (benefit)          -         -        -             -  (1,390)  (1,390)
                -------- --------- --------  ------------ -------  -------
Total           $    115 $     845 $  1,218  $          - $(1,390) $   788
                ======== ========= ========  ============ =======  =======


Three month
 period ended
 June 30, 2008

Compensation
 expenses       $     88 $     500 $  1,157  $          - $     -  $ 1,745
IP Litigation
 expenses              -         -      468             -       -      468
Patent
 litigation
 settlement            -         -   (2,333)            -       -   (2,333)
Total           $     88 $     500 $   (708) $          - $     -  $  (120)
                ======== ========= ========  ============ =======  =======




           Given Imaging Ltd. and its Consolidated Subsidiaries
                              Specified Items
              For the Six Months Ended June 30, 2008 and 2009
                    (Unaudited, dollars in thousands)






                Research           General   Termination
                  And    Selling     And         Of
                Develop-   And     Adminis-   Marketing    Tax
                  ment   Marketing tration    Agreement   Benefit   Total

Six month
 period
 ended
 June 30,
 2009

Compensation
 expenses       $    193 $     998 $  2,497  $         -  $     -  $ 3,688
Tax (benefit)          -         -        -            -   (1,390)  (1,390)
                -------- --------- --------  -----------  -------  -------
Total           $    193 $     998 $  2,497  $         -  $(1,390) $ 2,298
                ======== ========= ========  ===========  =======  =======


Six month
 period
 ended
 June 30,
 2008

Compensation
 expenses       $    173 $     836 $  2,247  $         -  $     -  $ 3,256
IP Litigation
 expenses              -         -    3,375            -        -    3,375
Patent
 litigation
 settlement            -         -   (2,333)           -        -   (2,333)
Termination of
 marketing
 agreement             -         -        -       (5,443)       -   (5,443)
                -------- --------- --------  -----------  -------  -------
Total           $    173 $     836 $  3,289  $    (5,443) $     -  $(1,145)
                ======== ========= ========  ===========  =======  =======




           Given Imaging Ltd. and its Consolidated Subsidiaries
            Reconciliation of GAAP results to non-GAAP results
            For the three months ended June 30, 2009 and 2008
          Condensed, in thousands except share and per share data




                         Q2 2009                        Q2 2008
                        Specified    Non               Specified    Non
                GAAP    Items (*)    GAAP      GAAP    Items (*)    GAAP
              --------  ---------  --------  --------  ---------  --------


Revenues      $ 36,030          -  $ 36,030  $ 33,072          -  $ 33,072
Cost of
 revenues       (8,621)         -    (8,621)   (8,108)         -    (8,108)
              --------  ---------  --------  --------  ---------  --------

Gross profit    27,409          -    27,409    24,964          -    24,964
              --------  ---------  --------  --------  ---------  --------
  Gross profit
   as a % of
   revenues       76.1%         -      76.1%     75.5%         -      75.5%

Operating
 expenses
Research and
 development,
 net            (4,214)       115    (4,099)   (3,523)        88    (3,435)
Sales and
 marketing     (16,541)       845   (15,696)  (16,960)       500   (16,460)
General and
 administrat-
 ive            (4,564)     1,218    (3,346)   (2,894)      (708)   (3,602)
Termination
 of marketing
 agreement           -          -         -         -          -         -
Other, net          (3)         -        (3)        -          -         -
              --------  ---------  --------  --------  ---------  --------

Total
 operating
 expenses      (25,322)     2,178   (23,144)  (23,377)      (120)  (23,497)
              --------  ---------  --------  --------  ---------  --------

Operating
 profit          2,087      2,178     4,265     1,587       (120)    1,467
  Operating
   profit as a
   % of
   revenues        5.8%                11.8%      4.8%                 4.4%


              --------  ---------  --------  --------  ---------  --------
Financing
 income, net     1,316          -     1,316       870          -       870
              --------  ---------  --------  --------  ---------  --------

Profit before
 taxes on
 income          3,403      2,178     5,581     2,457       (120)    2,337
Income tax
 benefit
 (expense)       1,194     (1,390)     (196)       33          -        33
              --------  ---------  --------  --------  ---------  --------

Net Profit       4,597        788     5,385     2,490       (120)    2,370

Net loss
 attributable
 to
 non-control-
 ling intere-
 st                291          -       291       394          -       394
              --------  ---------  --------  --------  ---------  --------

Net profit
 attributable
 to
 shareholders $  4,888  $     788  $  5,676  $  2,884  $    (120) $  2,764
              ========  =========  ========  ========  =========  ========
  Net profit
   attributable
   to
   shareholders
   as a %
   of revenues    13.6%                15.8%      8.7%                 8.4%

Earnings per
 share

Basic
 Earnings
 attributable
 to shareholders
 per Ordinary
 Share        $   0.17  $    0.02  $   0.19  $   0.10          -  $   0.10
              ========  =========  ========  ========  =========  ========

Diluted
 Earnings
 attributable
 to shareholders
 per Ordinary
 Share        $   0.16  $    0.03  $   0.19  $   0.09          -  $   0.09
              ========  =========  ========  ========  =========  ========

(*)See specified items


           Given Imaging Ltd. and its Consolidated Subsidiaries
            Reconciliation of GAAP results to non-GAAP results
              For the six months ended June 30, 2009 and 2008
          Condensed, in thousands except share and per share data




                        YTD 2009                       YTD 2008
                        Specified    Non               Specified    Non
                GAAP    Items (*)    GAAP      GAAP    Items (*)    GAAP
              --------  ---------  --------  --------  ---------  --------


Revenues      $ 66,503          -  $ 66,503  $ 60,196          -  $ 60,196
Cost of
 revenues      (15,939)         -   (15,939)  (15,943)         -   (15,943)
              --------  ---------  --------  --------  ---------  --------

Gross profit    50,564          -    50,564    44,253          -    44,253
              --------  ---------  --------  --------  ---------  --------
  Gross profit
   as a % of
   revenues       76.0%         -      76.0%     73.5%         -      73.5%

Operating
 expenses
Research and
 development,
 net            (7,890)       193    (7,697)   (6,899)       173    (6,726)
Sales and
 marketing     (30,499)       998   (29,501)  (31,922)       836   (31,086)
General and
 administrat-
 ive            (8,979)     2,497    (6,482)  (10,173)     3,289    (6,884)
Termination
 of marketing
 agreement           -          -         -     5,443     (5,443)        -
Other, net         (15)         -       (15)        -          -         -
              --------  ---------  --------  --------  ---------  --------

Total
 operating
 expenses      (47,383)     3,688   (43,695)  (43,551)    (1,145)  (44,696)
              --------  ---------  --------  --------  ---------  --------

Operating
 profit
 (loss)          3,181      3,688     6,869       702     (1,140)     (438)
  Operating
   profit
   (loss) as a
   % of
   revenues        4.8%                10.3%      1.2%              (0.1%)


              --------  ---------  --------  --------  ---------  --------
Financing
 income, net       190          -       190     2,466          -     2,466
              --------  ---------  --------  --------  ---------  --------

Profit before
 taxes on
 income          3,371      3,688     7,059     3,168     (1,145)    2,023
Income tax
 benefit         1,166     (1,390)     (224)     (126)         -      (126)
              --------  ---------  --------  --------  ---------  --------

Net Profit       4,537      2,298     6,835     3,042     (1,145)    1,897

Net loss
 attributable
 to
 non-control-
 ling intere-
 st                590          -       590       918          -       918
              --------  ---------  --------  --------  ---------  --------

Net profit
 attributable
 to
 shareholders $  5,127  $   2,298  $  7,425  $  3,960  $  (1,145) $  2,815
              ========  =========  ========  ========  =========  ========
  Net profit
   attributable
   to
   shareholders
   as a %
   of revenues     7.7%                11.2%      6.6%                 4.7%

Earnings  per
 share

Basic
 Earnings
 attributable
 to
 shareholders
 per Ordinary
 Share        $   0.18  $    0.08  $   0.26  $   0.14  $   (0.04) $   0.10
              ========  =========  ========  ========  =========  ========

Diluted
 Earnings
 attributable
 to
 shareholders
 per Ordinary
 Share        $   0.17  $    0.08  $   0.25  $   0.13  $   (0.04) $   0.09
              ========  =========  ========  ========  =========  ========

(*)See specified items


           Given Imaging Ltd. and its Consolidated Subsidiaries
                  Unaudited Consolidated Balance Sheets
                      In thousands except share data

                                                  June 30,    December 31,
                                                ------------- -------------
                                                    2009          2008
                                                ------------- -------------
Assets

Current assets
Cash and cash equivalents                       $      29,238 $      31,697
Short-term investments                                 27,039        28,509
Accounts receivable:
  Trade (Net of provisions for doubtful debts of
   $256 and of $210 as of June 30, 2009 and
   December 31, 2008, respectively)                    22,381        21,673
  Other                                                 2,988         4,662
Inventories                                            21,619        18,931
Advances to suppliers                                     839         3,540
Deferred tax assets                                       995         1,178
Prepaid expenses                                        1,249         1,631
                                                ------------- -------------

Total current assets                                  106,348       111,821
                                                ------------- -------------

Deposits                                                1,078         1,094

Assets held for employee severance payments             4,093         3,686

Marketable Securities                                  27,091        30,063

Fixed assets, at cost, less accumulated
 depreciation                                          14,770        15,115

Intangible assets less accumulated amortization        11,869        12,067

Goodwill                                                4,063         4,069
                                                ------------- -------------







Total Assets                                    $     169,312 $     177,915
                                                ============= =============




           Given Imaging Ltd. And its Consolidated Subsidiaries
                  Unaudited Consolidated Balance Sheets
                      In thousands except share data



                                                  June 30,    December 31,
                                                ------------  ------------
                                                    2009          2008
                                                ------------  ------------
Liabilities and shareholders' equity

Current liabilities

Current installments of obligation under
 capital lease                                  $        138  $        114
Accounts payable
  Trade                                                8,108         7,418
  Other                                               16,324        17,612
Deferred income                                          605         1,523
                                                ------------  ------------
Total current liabilities                             25,175        26,667
                                                ------------  ------------

Long-term liabilities
Obligation under capital lease, net                      407           485
Liability in respect of employees' severance
 payments                                              4,735         4,599
                                                ------------  ------------
Total long-term liabilities                            5,142         5,084
                                                ------------  ------------
Total liabilities                                     30,317        31,751
                                                ------------  ------------

Equity
Shareholders' equity
Ordinary Shares, NIS 0.05 par value each
 (90,000,000 shares authorized; 29,258,785 and
 29,257,785 shares issued and fully paid as of
 June 30, 2009 and December 31, 2008,
 respectively)                                           343           343
Additional paid-in capital                           177,671       173,983
Capital reserve                                        2,166         2,166
Accumulated other comprehensive income (loss)            249          (600)
Accumulated deficit                                  (42,393)      (31,721)
                                                ------------  ------------
Shareholders' equity                                 138,036       144,171
                                                ------------  ------------
Non-controlling interest                                 959         1,993
                                                ------------  ------------
Total Equity                                         138,995       146,164
                                                ------------  ------------





Total liabilities and equity                    $    169,312  $    177,915
                                                ============  ============




           Given Imaging Ltd. and its Consolidated Subsidiaries
              Unaudited Consolidated Statements of Operations
               In thousands except share and per share data




            Six month period ended   Three month period ended
                   June 30,                  June 30,          Year ended
           ------------------------  ------------------------ December 31,
               2009         2008         2009         2008         2008
           -----------  -----------  -----------  -----------  -----------
Revenues   $    66,503  $    60,196  $    36,030  $    33,072  $   125,108
Cost of
 revenues      (15,939)     (15,943)      (8,621)      (8,108)     (33,001)
           -----------  -----------  -----------  -----------  -----------

Gross
 profit         50,564       44,253       27,409       24,964       92,107
           -----------  -----------  -----------  -----------  -----------

Operating
 expenses
Research
 and
 development,
 gross          (8,524)      (7,689)      (4,514)      (3,893)     (15,126)
In-process
 research
 and
 development
 acquired in a
 business
 combination         -            -            -            -       (4,700)
           -----------  -----------  -----------  -----------  -----------
                (8,524)      (7,689)      (4,514)      (3,893)     (19,826)

Government
 grants            634          790          300          370        1,530
           -----------  -----------  -----------  -----------  -----------
Research
 and
 development,
 net            (7,890)      (6,899)      (4,214)      (3,523)     (18,296)

Sales and
 marketing     (30,499)     (31,922)     (16,541)     (16,960)     (60,902)
General
 and
 administ-
 rative         (8,979)     (10,173)      (4,564)      (2,894)     (19,320)
Termination
 of
 marketing
 agreement           -        5,443            -            -        5,443
Other, net         (15)           -           (3)           -         (867)
           -----------  -----------  -----------  -----------  -----------

Total
 operating
 expenses      (47,383)     (43,551)     (25,322)     (23,377)     (93,942)
           -----------  -----------  -----------  -----------  -----------

Operating
 profit
 (loss)          3,181          702        2,087        1,587       (1,835)
Financing
 income,
 net               190        2,466        1,316          870        4,004
           -----------  -----------  -----------  -----------  -----------

Profit
 (loss)
 before
 taxes on
 income          3,371        3,168        3,403        2,457        2,169
Income tax
 benefit
 (expense)       1,166         (126)       1,194           33         (250)
           -----------  -----------  -----------  -----------  -----------

Net Profit       4,537        3,042        4,597        2,490        1,919

Net loss
 attributable
 to
 non-
 controlling
 Interest          590          918          291          394        2,087
           -----------  -----------  -----------  -----------  -----------

Net profit
 attributable
 to share-
 holders   $     5,127  $     3,960  $     4,888  $     2,884  $     4,006
           ===========  ===========  ===========  ===========  ===========

Earnings
 per share

Basic
 Earnings
 attributable
 to
 shareholders
 per
 Ordinary
 Share     $      0.18  $      0.14  $      0.17  $       0.1  $      0.14
           ===========  ===========  ===========  ===========  ===========

Diluted
 Earnings
 attributable
 to
 shareholders
 per
 Ordinary
 Share     $      0.17  $      0.13  $      0.16  $      0.09  $      0.13
           ===========  ===========  ===========  ===========  ===========

Weighted
 average
 number of
 Ordinary
 Shares
 used to
 compute
 basic
 earnings
 per
 Ordinary
 share      29,258,035   29,251,868   29,258,285   29,252,785   29,254,035
           ===========  ===========  ===========  ===========  ===========

Weighted
 average
 number of
 Ordinary
 Shares
 used to
 compute
 diluted
 Earnings
 per
 Ordinary
 share      29,838,686   30,886,460   29,766,429   30,678,341   30,798,360
           ===========  ===========  ===========  ===========  ===========




           Given Imaging Ltd. and its Consolidated Subsidiaries
              Unaudited Consolidated Statements of Cash Flows
                               In thousands



                           Six month period   Three month period
                                ended               ended        Year ended
                               June 30,            June 30,       December
                          ------------------  ------------------     31,
                            2009      2008      2009      2008      2008
                          --------  --------  --------  --------  --------
Cash flows from operating
 activities:
Net profit                $  4,537  $  3,042  $  4,597  $  2,490  $  1,919
Adjustments required to
 reconcile net profit to
 net cash used in
 operating activities:
Depreciation and
 amortization                2,982     2,541     1,517     1,276     5,183
In-process research and
 development                     -         -         -         -     4,700
Goodwill impairment              -         -         -         -       406
Deferred tax assets            183       175       173        13       172
Stock option compensation    3,688     3,256     2,178     1,745     6,918
Other                         (136)        9      (145)      (80)      621
Net increase in trading
 securities                 (3,372)        -    (3,372)        -         -
Decrease (increase) in
 accounts receivable -
 trade                        (708)    2,788      (527)   (2,163)    1,642
Decrease (increase) in
 accounts receivable -
 other                       1,674     4,583      (660)   (2,967)    5,723
Decrease (increase) in
 prepaid expenses              382        82       637        (1)     (342)
Change in advances to
 suppliers                   2,701       (25)    2,742        38    (3,350)
(Increase) decrease in
 inventories                (2,688)   (2,617)      676    (2,017)   (2,971)
Increase (decrease) in
 accounts payable             (509)   (1,785)     (687)      303    (3,287)
Decrease in deferred
 income                       (918)   (6,513)     (524)      (21)   (7,856)
                          --------  --------  --------  --------  --------
Net cash provided by
 operating activities        7,816     5,536     6,605    (1,384)    9,478
                          --------  --------  --------  --------  --------
Cash flows from investing
 activities:
Excess of cash investment
 over equity share in
 subsidiary                      -       965         -       965         -
Purchase of fixed assets
 and intangible assets      (2,448)   (3,597)   (1,392)   (2,350)   (6,300)
Purchase of fixed assets,
 intangible assets and
 goodwill in a business
 combination                     -      (244)        -      (219)  (16,660)
Deposits                       (10)        -       (13)        -      (192)
Proceeds from sales of
 marketable Securities and
 change in short term
 investments                20,726    34,714    (1,055)   16,274    67,743
Proceeds from sales of
 fixed assets                    -        30         -         5        61
Investments in marketable
 securities                (12,208)  (32,514)  (11,958)  (12,887)  (61,986)
                          --------  --------  --------  --------  --------
Net cash provided by
 (used in) Investing
 activities                  6,060      (646)  (14,418)    1,788   (17,334)
                          --------  --------  --------  --------  --------
Cash flows from financing
 activities:
Principal payments on
 capital lease obligation      (65)      (85)      (32)      (35)     (120)
Proceeds from the
 issuance of Ordinary
 Shares                          -       196         -         -       252
Dividend distribution      (15,799)        -         -         -         -
Purchase of shares from a
 non-controlling
 shareholder in a
 subsidiary                   (382)        -      (382)        -         -
Issuance of shares to a
 non-controlling shareholder
 in a subsidiary                 -     1,207         -         -     2,288
                          --------  --------  --------  --------  --------
Net cash (used in)
 provided by financing
 activities                (16,246)    1,318      (414)      (35)    2,420
                          --------  --------  --------  --------  --------
Effect of exchange rate
 changes on cash               (89)      273       169        98        30
                          --------  --------  --------  --------  --------
Increase (decrease) in
 cash and cash
 Equivalents                (2,459)    6,481    (8,058)      467    (5,406)
Cash and cash equivalents
 at beginning of period     31,697    37,103    37,296    43,117    37,103
                          --------  --------  --------  --------  --------
Cash and cash equivalents
 at end of period         $ 29,238  $ 43,584  $ 29,238  $ 43,584  $ 31,697
                          ========  ========  ========  ========  ========
Supplementary cash flow
 information
Income taxes paid         $     85  $    122  $     41  $     47  $    259
                          ========  ========  ========  ========  ========
Assets acquired under
 capital lease                   -  $    109         -         -  $    109
                          ========  ========  ========  ========  ========



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