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 November 2002
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, November 11, 2002, and entitled “Orbotech Announces Third Quarter 2002 Results”.
|
2. |
Registrant’s Condensed Consolidated Balance Sheet as at September 30, 2002. |
3. |
Registrant’s Condensed Consolidated Statements of Income (Loss) for the Nine Month and Three Month Periods ended September 30, 2002.
|
* *
* * * *
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 THIRD QUARTER 2002 RESULTS
YAVNE, ISRAEL—November 11, 2002—ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced its consolidated financial
results for the third quarter and nine months ended September 30, 2002.
Revenues for the third quarter of 2002
were $54.2 million, compared to the $61.7 million recorded in the third quarter a year ago. Net loss for the third quarter of 2002 was $2.0 million, or $0.06 per share (diluted), compared with net income for the third quarter last year, excluding a
restructuring charge of $4.0 million, net of taxes, of $0.4 million, or $0.01 per share (diluted). Including the charge, the reported net loss for the third quarter of 2001 was $3.6 million, or $0.11 per share (diluted).
Revenues for the first nine months of 2002 were $159.5 million, compared to the $243.0 million recorded in the same period in 2001. Net
loss for the first nine months of 2002, excluding a $1.6 million restructuring charge during the first half of the year, net of taxes, was $4.4 million, or $0.14 per share (diluted), compared with net income for the same period last year, excluding
a restructuring charge of $4.0 million, net of taxes, of $27.5 million, or $0.84 per share (diluted). Including these charges, the reported net loss for the first nine months of 2002 was $6.0 million, or $0.19 per share (diluted), compared with
reported net income of $23.5 million, or $0.72 per share, for the first nine months of 2001.
Total revenues for
the third quarter of 2002 were $54.2 million, the same as for the second quarter of 2002. Sales of equipment to the printed circuit board (“PCB”) industry relating to bare PCBs were $18.5 million in the third quarter of 2002, compared to
$20.0 million in the second quarter of 2002, and $20.8 million in the third quarter of 2001. Sales of flat panel display (“FPD”) inspection equipment were $11.7 million, compared to $13.2 million in the second quarter of 2002, and $15.3
million in the third quarter of last year. Sales of equipment to the PCB industry relating to assembled PCBs were $4.1 million, compared to $3.8 million in the second quarter, and $7.1 million in the third quarter of last year. Sales of IC packaging
substrate inspection equipment for the third quarter of 2002 were $2.3 million. In addition, service revenues for the third quarter were $15.4 million compared to $15.3 million in the second quarter and $19.3 million in the third quarter of 2001.
The Company completed the quarter with cash equivalents and short-term and long-term cash investments of
approximately $154 million, compared with
approximately $152 million at the end of the second quarter. Non-operating disbursements totaled
approximately $0.8 million, primarily for capital expenditures.
While the Company believes that the demand for
its bare PCB inspection equipment has stabilized, the demand for its assembled PCB inspection systems continues to be affected by the hesitancy on the part of electronics manufacturers in capital equipment spending. By contrast, the Company is
witnessing a trend towards increased demand for FPD inspection equipment from FPD manufacturers who are continuing to undertake capital investments in plant capacity expansion for both fifth generation and low temperature poli-si applications.
In light of the current industry outlook and in order to return to profitability as soon as possible, the Company
has decided to take additional steps to re-align its operations. These measures include a reduction of approximately 12% in the Company’s worldwide workforce and the rationalization of certain activities, primarily in our North American and
European operations, and curtailing certain research and development activities. As a result, during the fourth quarter, the Company expects to incur a restructuring charge of approximately $8.0 million and will reduce its quarterly operating
expenses by approximately $4.0 million.
Furthermore, effective November 15th, the Company is establishing an
Office of the President which will report to Mr. Yochai Richter, who will continue in the role of Chief Executive Officer and will focus on the Company’s long-term strategic planning and development. The Co-Presidents, all of whom are long time
employees of the Company, will manage the operations of the Company and will consist of Rani Cohen, whose principal area of responsibility will be business and strategy, Eyal Harel, whose principal area of responsibility will be products and
technology and Arie Weisberg whose principal area of responsibility will be global resources.
Commenting on the
results, Yochai Richter, President and Chief Executive Officer, said, “The prolonged economic downturn continues to affect the Company’s results and necessitates the taking of additional actions to lower costs. However, based on the
current outlook for the industries we serve, we believe that the steps which we have announced today should enable us to return to profitability, while at the same time preserve our investments in technology and infrastructure for future
growth.”
In respect of the management changes, Mr. Richter said, “The aim of these changes is to allow
me, as Chief Executive Officer, to concentrate primarily upon matters of fundamental importance to the Company, including its strategic direction, and to facilitate a better transition to the future. I am confident that the new Office of the
President will successfully lead the Company toward continued growth and accomplishment, for the ultimate benefit of our shareholders and employees.”
An earnings conference call is scheduled for Monday, November 11 2002, at 9:00 a.m. EST. The dial-in number for the conference call is 630-395-0140, and a replay will be available, on telephone
402-530-7696, until November 21, 2002. The pass code is Q3. A live web cast of the conference call 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 designs, develops, manufactures, markets and services production support solutions for the supply chain of the electronics
industry, principally for printed circuit boards (PCBs) and flat panel displays (FPDs). The Company is a world leader in automated optical inspection (AOI) systems for bare PCBs and for FPDs, and in imaging solutions for PCB production, and is a
leading provider of AOI systems for assembled PCBs. 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. 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 hi-tech 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 SEPTEMBER 30, 2002
| September 30 2002 |
December 31 2001 |
|||||
| (Unaudited) |
(Audited) |
|||||
| U. S. dollars in thousands |
||||||
| Assets |
||||||
| CURRENT ASSETS: |
||||||
| Cash and cash equivalents |
98,150 |
|
99,899 |
| ||
| Short-term investments |
31,343 |
|
40,828 |
| ||
| Accounts receivable: |
||||||
| Trade |
74,862 |
|
82,619 |
| ||
| Other |
25,068 |
|
20,120 |
| ||
| Inventories |
71,738 |
|
80,062 |
| ||
| |
|
|
| |||
| Total current assets |
301,161 |
|
323,528 |
| ||
| |
|
|
| |||
| INVESTMENTS AND NON-CURRENT RECEIVABLES: |
||||||
| Long-term investments |
24,183 |
|
25,151 |
| ||
| Investments in companies |
7,484 |
|
333 |
| ||
| Non-current trade receivables |
570 |
|
604 |
| ||
| Severance pay fund |
11,321 |
|
10,828 |
| ||
| Deferred income taxes |
2,317 |
|
2,209 |
| ||
| |
|
|
| |||
| 45,875 |
|
39,125 |
| |||
| |
|
|
| |||
| PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization |
22,718 |
|
25,244 |
| ||
| |
|
|
| |||
| GOODWILL AND OTHER INTANGIBLE ASSETS, net of accumulated amortization |
16,878 |
|
18,746 |
| ||
| |
|
|
| |||
| 386,632 |
|
406,643 |
| |||
| |
|
|
| |||
| Liabilities and shareholders' equity |
||||||
| CURRENT LIABILITIES: |
||||||
| Current maturity of long-term liability |
2,816 |
|
2,835 |
| ||
| Accounts payable and accruals: |
||||||
| Trade |
14,383 |
|
13,776 |
| ||
| Other |
35,429 |
|
50,890 |
| ||
| |
|
|
| |||
| Total current liabilities |
52,628 |
|
67,501 |
| ||
| ACCRUED SEVERANCE PAY |
18,931 |
|
18,835 |
| ||
| LONG-TERM LIABILITY TO THE GOVERNMENT OF ISRAEL, |
||||||
| net of current maturity |
11,268 |
|
11,338 |
| ||
| |
|
|
| |||
| Total liabilities |
82,827 |
|
97,674 |
| ||
| |
|
|
| |||
| SHAREHOLDERS’ EQUITY: |
||||||
| Share capital |
1,609 |
|
1,603 |
| ||
| Additional paid-in capital |
95,337 |
|
93,942 |
| ||
| Deferred stock compensation |
(711 |
) |
(1,350 |
) | ||
| Retained earnings |
230,913 |
|
236,894 |
| ||
| Accumulated other comprehensive income |
(1,019 |
) |
204 |
| ||
| |
|
|
| |||
| 326,129 |
|
331,293 |
| |||
| Less treasury stock, at cost |
(22,324 |
) |
(22,324 |
) | ||
| |
|
|
| |||
| Total shareholders' equity |
303,805 |
|
308,969 |
| ||
| |
|
|
| |||
| 386,632 |
|
406,643 |
| |||
| |
|
|
| |||
These financial statements, including comparative figures, are prepared in accordance with
U.S. GAAP, and certain figures have been reclassified to conform therewith.
ORBOTECH LTD.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002
| 9 months ended September 30 |
3 months ended September
30 |
12 months ended December 31 |
|||||||||||||||||
| 2002 |
2001 |
2002 |
2001 |
2 0 0 1 |
|||||||||||||||
| (Unaudited) |
(Unaudited) |
(Audited) |
|||||||||||||||||
| U.S. dollars in thousands (except per share data) |
|||||||||||||||||||
| REVENUES |
|
159,500 |
|
|
243,014 |
|
54,196 |
|
|
61,680 |
|
|
301,904 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| COST OF REVENUES: |
|||||||||||||||||||
| COST |
|
96,105 |
|
|
125,267 |
|
33,498 |
|
|
35,945 |
|
|
162,293 |
| |||||
| WRITE-DOWN OF INVENTORIES |
|
7,013 |
| ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| |
96,105 |
|
|
125,267 |
|
33,498 |
|
|
35,945 |
|
|
169,306 |
| ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| GROSS PROFIT |
|
63,395 |
|
|
117,747 |
|
20,698 |
|
|
25,735 |
|
|
132,598 |
| |||||
| RESEARCH AND DEVELOPMENT COSTS—net |
|
31,042 |
|
|
37,031 |
|
10,140 |
|
|
11,377 |
|
|
50,047 |
| |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
|
37,340 |
|
|
48,174 |
|
12,803 |
|
|
13,188 |
|
|
58,612 |
| |||||
| AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS |
|
1,881 |
|
|
5,369 |
|
627 |
|
|
1,834 |
|
|
7,291 |
| |||||
| RESTRUCTURING COSTS |
|
1,888 |
|
|
4,406 |
|
4,406 |
|
|
6,149 |
| ||||||||
| SETTLEMENT WITH THE GOVERNMENT OF ISRAEL IN RESPECT OF R&D GRANTS RECEIVED |
|
14,173 |
| ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| OPERATING INCOME (LOSS) |
|
(8,756 |
) |
|
22,767 |
|
(2,872 |
) |
|
(5,070 |
) |
|
(3,674 |
) | |||||
| FINANCIAL INCOME—net |
|
1,960 |
|
|
3,613 |
|
727 |
|
|
662 |
|
|
4,702 |
| |||||
| OTHER INCOME (EXPENSE)—net |
|
(6 |
) |
|
50 |
|
2 |
|
|
10 |
|
|
28 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| INCOME (LOSS) BEFORE TAXES ON INCOME |
|
(6,802 |
) |
|
26,430 |
|
(2,143 |
) |
|
(4,398 |
) |
|
1,056 |
| |||||
| TAXES ON INCOME |
|
(965 |
) |
|
2,896 |
|
(242 |
) |
|
(821 |
) |
|
(975 |
) | |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| INCOME (LOSS) BEFORE SHARE IN LOSSES OF ASSOCIATED COMPANY |
|
(5,837 |
) |
|
23,534 |
|
(1,901 |
) |
|
(3,577 |
) |
|
2,031 |
| |||||
| SHARE IN LOSSES OF ASSOCIATED COMPANY |
|
(144 |
) |
|
(144 |
) |
|||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| NET INCOME (LOSS) FOR THE PERIOD |
|
(5,981 |
) |
|
23,534 |
|
(2,045 |
) |
|
(3,577 |
) |
|
2,031 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| EARNINGS (LOSS) PER SHARE: |
|||||||||||||||||||
| BASIC |
$ |
(0.19 |
) |
$ |
0.74 |
$ |
(0.06 |
) |
$ |
(0.11 |
) |
$ |
0.06 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| DILUTED |
$ |
(0.19 |
) |
$ |
0.72 |
$ |
(0.06 |
) |
$ |
(0.11 |
) |
$ |
0.06 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF EARNINGS PER SHARE: |
|||||||||||||||||||
| BASIC |
|
31,962 |
|
|
31,607 |
|
31,962 |
|
|
31,607 |
|
|
31,819 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| DILUTED |
|
31,962 |
|
|
32,683 |
|
31,962 |
|
|
31,607 |
|
|
32,871 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
These financial statements, including comparative figures, are prepared in accordance with
U.S. GAAP, and certain figures have been reclassified to conform therewith.
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: November 12, 2002