UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of May 2003
Commission File Number 000-12790
ORBOTECH LTD.
(Translation of registrant’s name into English)
SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 81101, ISRAEL
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F x |
Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes ¨ |
No x |
Attached hereto and incorporated by reference herein are the following documents:
| 1. | Press release issued by the Registrant on, and dated, May 12, 2003, and entitled “Orbotech Announces First Quarter 2003 Results”. |
| 2. | Registrant’s Condensed Consolidated Balance Sheet at March 31, 2003. |
| 3. | Registrant’s Condensed Consolidated Statement of Operations for the Three Month Period ended March 31, 2003. |
| 4. | Press release issued by the Registrant on, and dated, May 12, 2003, and entitled “Orbotech to Deliver its new AOI Product for Flat Panel Display Production”. |
* * * * * *
This report on Form 6-K is incorporated by reference into the Registration Statements on Form S-8 (Registration No. 33-25782, Registration No. 33-78196, Registration No. 333-05440, Registration No. 333-06542, Registration No. 333-08404, Registration No. 333-09342, Registration No. 333-11124 and Registration No. 333-12692) of Orbotech Ltd. previously filed with the Securities and Exchange Commission.
FOR IMMEDIATE RELEASE
| CONTACT: |
COMPANY CONTACT: | |
| Evan Smith |
Adrian Auman, Corporate Vice President | |
| KCSA Public Relations Worldwide |
Investor Relations, Director of Finance | |
| (212) 682-6300 |
Orbotech Ltd. | |
| www.kcsa.com |
+972-8-942-3560 | |
| Amichai Steinberg, CFO and Corporate VP Finance | ||
| Orbotech Ltd. | ||
| +972-8-942-3524 | ||
| www.orbotech.com |
ORBOTECH ANNOUNCES FIRST QUARTER 2003 RESULTS
YAVNE, ISRAEL — May 12, 2003 — ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced its consolidated financial results for the first quarter ended March 31, 2003.
Revenues for the first quarter of 2003 totaled $54.2 million, compared to the $51.1 million recorded in the first quarter a year ago. Net income for the first quarter of 2003 was $1.0 million, or $0.03 per share (diluted), compared with net loss of $2.7 million, or $0.09 per share (diluted), in the first quarter of 2002. Excluding a restructuring charge of $1.0 million, net of taxes, the reported net loss for the first quarter of 2002 was $1.7 million, or $0.05 per share (diluted).
Sales of equipment to the printed circuit board (“PCB”) industry relating to bare PCBs were $17.6 million in the first quarter of 2003, compared to $19.5 million in the fourth quarter, and $17.3 million in the first quarter, of 2002. Sales of flat panel display (“FPD”) inspection equipment were $14.5 million, compared to $15.0 million in the fourth quarter, and $11.2 million in the first quarter, of last year. Sales of equipment to the PCB industry relating to assembled PCBs were $4.5 million, compared to $5.3 million in the fourth quarter, and $5.0 million in the first quarter, of last year. Sales of automatic check reading products were $1.8 million in the first quarter of 2003, compared to $1.7 million in the fourth quarter, and $1.6 million in the first quarter, of 2002. In addition, service revenue for the first quarter increased to $15.8 million from $15.4 million in the fourth quarter of 2002, and decreased from $16.0 million in the first quarter of 2002.
The Company completed the quarter with cash equivalents and short-term and long-term cash investments of approximately $150 million, the same amount as at year end. The Company had a positive operating cash flow for the quarter of approximately $8.2 million. Non-operating disbursements totaled approximately $8.0 million, including $1.2 million in capital expenditures, $3.1 million in additional investments in three private Israeli technology companies and a $3.6 million loan repayment to the Government of Israel in connection with the settlement reached in 2001 with the Israeli Office of the Chief Scientist (“OCS”) for the early payment of royalties arising from previous OCS grants to the Company.
Despite the continuing effects of the depressed economic activity and capacity underutilization throughout the global electronics industry, the Company returned to
profitability in the quarter. The Company’s ability to predict future trends in the flow of orders for its systems remains limited, and it believes that existing, very difficult conditions will continue to prevail in the near future. The Company is optimistic that demand for its products will recover, and it is confident that its continued emphasis on research and development, as well as its strong financial condition, will continue to provide a sound base for future growth.
Commenting on the results, Yochai Richter, Chief Executive Officer, said: “Our first quarter operating results were in line with our expectations of a modest return to profitability, despite the continued, very harsh business and economic environment. We began to reap the benefits of our cost reduction program, which resulted this quarter in a 10% decrease in operating expenses as compared to the previous quarter. In addition, we continue to introduce new and innovative solutions for both PCB and FPD manufacturers, which demonstrates our ongoing commitment to technological leadership and our overall strength in the electronics industry.”
An earnings conference call is scheduled for Monday, May 12, 2003, at 9:00 a.m. EST. The dial-in number for the conference call is 773-756-4600, and a replay will be available, on telephone number 402-998-0482, until May 23, 2003. The pass code is Q1. A live web cast of the conference call and replay can also be heard by accessing the investor relations section on the Company’s website at www.orbotech.com.
Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties which could cause the actual results to differ materially from those projected, including industry trends, the timing and strength of product and service offerings, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis and other risks detailed from time to time in the Company’s SEC reports. The Company assumes no obligation to update the information in this press release.
Orbotech is a world leader in providing yield-enhancing, production support solutions for specialized applications in the supply chain of the electronics industry, principally for printed circuit boards (PCBs) and flat panel displays (FPDs). The Company designs, develops, manufactures, markets and services automated optical inspection (AOI) systems for bare and assembled PCBs and for FPDs, and imaging solutions for PCB production. The Company’s innovative AOI, imaging and computer-aided manufacturing (CAM) technologies enable customers to achieve the increased yields and throughput essential to remaining at the forefront of electronics production. Through its subsidiary, Orbograph Ltd., the Company also develops and markets automatic check reading software to banks and other check processing organizations. Of Orbotech’s employees, more than one quarter are scientists and engineers, who integrate their multi-disciplinary knowledge, talents and skills to develop and provide sophisticated solutions and technologies designed to meet customers’ long-term needs. Orbotech maintains its headquarters and its primary research, development and manufacturing facilities in Israel, and more than 30 offices worldwide. The Company’s extensive network of marketing, sales and customer support teams throughout North America, Europe, the Pacific Rim, China and Japan deliver its knowledge and expertise directly to customers the world over. For more information visit www.orbotech.com.
ORBOTECH LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
AT MARCH 31, 2003
| March 31 |
December 31 |
|||||
| 2003 |
2002 |
|||||
| (Unaudited) |
(Audited) |
|||||
| U. S. dollars in thousands |
||||||
| Assets |
||||||
| CURRENT ASSETS: |
||||||
| Cash and cash equivalents |
115,410 |
|
96,687 |
| ||
| Short-term investments |
19,650 |
|
34,781 |
| ||
| Accounts receivable: |
||||||
| Trade |
85,000 |
|
85,705 |
| ||
| Other |
21,823 |
|
23,789 |
| ||
| Inventories |
65,490 |
|
68,441 |
| ||
| Total current assets |
307,373 |
|
309,403 |
| ||
| INVESTMENTS AND NON-CURRENT RECEIVABLES: |
||||||
| Long-term investments |
15,388 |
|
18,638 |
| ||
| Investments in companies |
10,620 |
|
7,622 |
| ||
| Non-current trade receivables |
183 |
|
307 |
| ||
| Severance pay fund |
11,922 |
|
11,243 |
| ||
| Deferred income taxes |
1,994 |
|
1,996 |
| ||
| 40,107 |
|
39,806 |
| |||
| PROPERTY, PLANT AND EQUIPMENT, net of |
21,325 |
|
21,784 |
| ||
| GOODWILL AND OTHER INTANGIBLE ASSETS, net of |
15,688 |
|
16,176 |
| ||
| 384,493 |
|
387,169 |
| |||
| Liabilities and shareholders' equity |
||||||
| CURRENT LIABILITIES: |
||||||
| Current maturity of long-term liability |
2,921 |
|
2,976 |
| ||
| Accounts payable and accruals: |
||||||
| Trade |
13,799 |
|
15,237 |
| ||
| Other |
43,095 |
|
42,436 |
| ||
| Total current liabilities |
59,815 |
|
60,649 |
| ||
| ACCRUED SEVERANCE PAY |
19,876 |
|
19,180 |
| ||
| LONG-TERM LIABILITY TO THE GOVERNMENT OF ISRAEL, |
8,397 |
|
11,906 |
| ||
| Total liabilities |
88,088 |
|
91,735 |
| ||
| SHAREHOLDERS' EQUITY: |
||||||
| Share capital |
1,612 |
|
1,612 |
| ||
| Additional paid-in capital |
95,248 |
|
95,423 |
| ||
| Deferred stock compensation |
(374 |
) |
(471 |
) | ||
| Retained earnings |
222,128 |
|
221,101 |
| ||
| Accumulated other comprehensive income |
115 |
|
93 |
| ||
| 318,729 |
|
317,758 |
| |||
| Less treasury stock, at cost |
(22,324 |
) |
(22,324 |
) | ||
| Total shareholders' equity |
296,405 |
|
295,434 |
| ||
| 384,493 |
|
387,169 |
| |||
ORBOTECH LTD.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2003
| 12 months |
|||||||||
| 3 months ended |
ended |
||||||||
| March 31 |
December 31 |
||||||||
| 2003 |
2002 |
2002 |
|||||||
| (Unaudited) |
(Audited) |
||||||||
| U.S. dollars in thousands (except per share data) |
|||||||||
| REVENUES |
54,212 |
|
51,130 |
|
216,368 |
| |||
| COST OF REVENUES |
31,287 |
|
30,203 |
|
130,284 |
| |||
| GROSS PROFIT |
22,925 |
|
20,927 |
|
86,084 |
| |||
| RESEARCH AND DEVELOPMENT COSTS—net |
9,808 |
|
10,844 |
|
42,193 |
| |||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
11,885 |
|
12,012 |
|
50,184 |
| |||
| AMORTIZATION OF INTANGIBLE ASSETS |
600 |
|
627 |
|
2,521 |
| |||
| RESTRUCTURING COSTS |
1,186 |
|
10,733 |
| |||||
| OPERATING INCOME (LOSS) |
632 |
|
(3,742 |
) |
(19,547 |
) | |||
| FINANCIAL INCOME—net |
728 |
|
592 |
|
2,888 |
| |||
| INCOME (LOSS) BEFORE TAXES ON INCOME |
1,360 |
|
(3,150 |
) |
(16,659 |
) | |||
| TAXES ON INCOME |
190 |
|
(410 |
) |
(1,099 |
) | |||
| INCOME (LOSS) BEFORE SHARE IN LOSSES OF ASSOCIATED COMPANY |
1,170 |
|
(2,740 |
) |
(15,560 |
) | |||
| SHARE IN LOSSES OF ASSOCIATED COMPANY |
(143 |
) |
(233 |
) | |||||
| NET INCOME (LOSS) FOR THE PERIOD |
1,027 |
|
(2,740 |
) |
(15,793 |
) | |||
| EARNINGS (LOSS) PER SHARE: |
|||||||||
| BASIC |
$0.03 |
|
($0.09 |
) |
($0.49 |
) | |||
| DILUTED |
$0.03 |
|
($0.09 |
) |
($0.49 |
) | |||
| WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF EARNINGS (LOSS) PER SHARE: |
|||||||||
| BASIC |
31,976 |
|
31,876 |
|
31,972 |
| |||
| DILUTED |
32,085 |
|
31,876 |
|
31,972 |
| |||
FOR IMMEDIATE RELEASE
| CONTACT: |
COMPANY CONTACT: | |
| Evan Smith |
Adrian Auman, Corporate Vice President | |
| KCSA Public Relations Worldwide |
Investor Relations, Director of Finance | |
| (212) 682-6300 |
Orbotech Ltd. | |
| www.kcsa.com |
+972-8-942-3560 | |
| Amichai Steinberg, CFO and Corporate VP Finance | ||
| Orbotech Ltd. | ||
| +972-8-942-3524 | ||
| www.orbotech.com |
ORBOTECH TO DELIVER ITS NEW AOI PRODUCT
FOR FLAT PANEL DISPLAY PRODUCTION
— SuperVision 650 System Meets Demand for 6th Generation Technology —
YAVNE, ISRAEL — May 12, 2003 — ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced the expected delivery this week, to a leading Japanese flat panel display (“FPD”) manufacturer, of its new SuperVision 650 FPD automated optical inspection (“AOI”) system.
The SuperVision 650 is the world’s first FPD-AOI system capable of meeting the inspection needs of 6th generation FPD manufacturers. The system features advanced, high-speed inspection of panels of up to 1,550 x 1,850 mm in size, and will assume flagship status among Orbotech’s extensive range of yield-enhancing solutions for FPD manufacturers. These include several FPD-AOI product lines, notably the InVision AOI series designed for fabrication plants utilizing “inline” equipment configuration, as well as an array of data analysis software tools and metrological add-ons. The Company believes that its thin film transistor LCD inspection solutions currently constitute the most comprehensive such offerings available.
Commenting on the introduction of the SuperVision 650 system, Nobohiru HigashiIriki, President of Orbotech Japan Ltd., said: “The SuperVision 650 is the culmination of an intensive process of research and development involving the re-definition of design concepts and the implementation of new technologies, and constitutes a genuine breakthrough in automated optical inspection. Not only can it support glass panels about twice as big as the largest of those previously manufactured, it does so at faster speeds, and with finer detection sensitivity, than existing AOI systems. Orbotech’s introduction of the system at this critical juncture, when the FPD industry is evolving to 6th generation panel sizes, demonstrates its ongoing commitment to meeting customers’ needs by offering them solutions which significantly improve their yield-management and process control practices.”
Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties which could cause the actual results to differ materially from those projected, including industry trends, the timing and strength of product and service offerings, changes in business or pricing strategies, changes in the prevailing political and
regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis and other risks detailed from time to time in the Company’s SEC reports. The Company assumes no obligation to update the information in this press release.
Orbotech is a world leader in providing yield-enhancing, production support solutions for specialized applications in the supply chain of the electronics industry, principally for printed circuit boards (PCBs) and flat panel displays (FPDs). The Company designs, develops, manufactures, markets and services automated optical inspection (AOI) systems for bare and assembled PCBs and for FPDs, and imaging solutions for PCB production. The Company’s innovative AOI, imaging and computer-aided manufacturing (CAM) technologies enable customers to achieve the increased yields and throughput essential to remaining at the forefront of electronics production. Through its subsidiary, Orbograph Ltd., the Company also develops and markets automatic check reading software to banks and other check processing organizations. Of Orbotech’s employees, more than one quarter are scientists and engineers, who integrate their multi-disciplinary knowledge, talents and skills to develop and provide advanced technologies and sophisticated solutions designed to meet customers’ long-term needs. Orbotech maintains its headquarters and its primary research, development and manufacturing facilities in Israel, and more than 30 offices worldwide. The Company’s extensive network of marketing, sales and customer support teams throughout North America, Europe, the Pacific Rim, China and Japan deliver its knowledge and expertise directly to customers the world over. For more information visit www.orbotech.com.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORBOTECH LTD.
(Registrant)
| By: |
/s/ AMICHAI STEINBERG | |
| Amichai Steinberg | ||
| Corporate Vice President for Finance | ||
| and Chief Financial Officer |
Dated: May 13, 2003