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 2004
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 is the following document:
| 1. | Press release issued by the Registrant on, and dated, November 1, 2004, and entitled “Orbotech Announces Third Quarter 2004 Results”. |
| 2. | Registrant’s Condensed Consolidated Balance Sheet at September 30, 2004. |
| 3. | Registrant’s Condensed Consolidated Statements of Income (Loss) for the Nine and Three Month Periods ended September 30, 2004. |
* * * * * *
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
| COMPANY CONTACTS: |
||
| Adrian Auman, Corporate Vice President |
Michelle Harnish | |
| Investor Relations, Director of Finance |
Marketing Communications Manager | |
| Orbotech Ltd. |
Orbotech, Inc. | |
| +972-8-942-3560 |
+1-978-901-5120 | |
| Amichai Steinberg, CFO and Corporate VP Finance |
||
| Orbotech Ltd. |
||
| +972-8-942-3524 |
||
| www.orbotech.com |
ORBOTECH ANNOUNCES THIRD QUARTER 2004 RESULTS
YAVNE, ISRAEL—November 1, 2004—ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced its consolidated financial results for the third quarter and nine months ended September 30, 2004.
Revenues for the third quarter of 2004 were $82.7 million, compared to $77.5 million recorded in the second quarter of 2004 and $57.3 million in the third quarter a year ago. Net income for the third quarter of 2004 was $9.4 million, or $0.29 per share (diluted), compared to net income of $8.6 million, or $0.26 per share (diluted), in the second quarter of 2004 and $2.0 million, or $0.06 per share (diluted), in the third quarter of 2003.
Revenues for the first nine months of 2004 totaled $227.4 million, compared to $166.1 million recorded during the same period in 2003. Net income for the first nine months of 2004 was $23.0 million, or $0.70 per share (diluted), compared to net income of $4.3 million, or $0.13 per share (diluted), for the same period last year.
Sales of equipment to the printed circuit board (“PCB”) industry relating to bare PCBs were $33.0 million in the third quarter of 2004, compared to $29.4 million in the second quarter of 2004 and $20.9 million in the third quarter of 2003. Sales of equipment to the PCB industry relating to assembled PCBs were $7.4 million, compared to $8.8 million in the second quarter this year, and $3.7 million in the third quarter of last year. Sales of flat panel display (“FPD”) inspection equipment were $24.1 million, compared to $20.7 million in the second quarter of 2004, and $13.8 million in the third quarter of 2003. Sales of automatic check reading products were $1.1 million in the third quarter of 2004, compared to $1.3 million in the second quarter of 2004, and $2.2 million in the third quarter of 2003. In addition, service revenue for the third quarter decreased to $17.1 million from $17.3 million in the second quarter of 2004, and increased from $16.7 million in the third quarter of 2003.
The Company completed the quarter with cash, cash equivalents and short-term and long-term cash investments of approximately $162 million, compared with approximately $166 million at the end of the second quarter.
The Company’s revenues for the quarter reflect continued growth in the bare PCB and the FPD areas of its business. At the same time, the Company’s increased investments in research and development and in its infrastructure—particularly in the Far East—necessary to support this growth, combined with the pricing pressures currently being experienced, negatively affected both gross and operating margins for the quarter.
Revenues from sales of the Company’s Spiron PCB-AOI series and its solid state laser direct imaging systems, both of which have been designed to meet the complex technological needs of PCB manufacturers, increased by over 15% sequentially.
During the third quarter the Company made initial shipments of its highly sophisticated, in-line FPD-AOI systems for sixth and seventh generation fabrication facilities for TFT-LCD televisions. According to the Company’s revenue recognition policy, revenues from these systems were not recognized in the third quarter.
Commenting on the results, Yochai Richter, Chief Executive Officer, said: “We are pleased with our results for the quarter, which reflect the Company’s consistent investments in selective product technology. We believe that our dedicated commitment to providing customers with technological excellence and strong and reliable support continues to be of critical importance, especially during this period of rapid technological advancement and significant new product introductions.”
An earnings conference call is scheduled for Monday, November 1, 2004, at 9:00 a.m. EST. The dial-in number for the conference call is 517-308-9005, and a replay will be available, on telephone 203-369-0858, until November 15, 2004. 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 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 SEPTEMBER 30, 2004
| September 30 2004 |
December 31 2003 |
|||||
| (Unaudited) |
(Audited) |
|||||
| U. S. dollars in thousands |
||||||
| Assets | ||||||
| CURRENT ASSETS: |
||||||
| Cash and cash equivalents |
125,159 | 124,937 | ||||
| Marketable securities |
10,775 | 10,999 | ||||
| Short-term bank deposits |
6,900 | |||||
| Accounts receivable: |
||||||
| Trade |
114,304 | 91,560 | ||||
| Other |
18,948 | 18,250 | ||||
| Deferred income taxes |
2,077 | 3,391 | ||||
| Inventories |
67,997 | 52,990 | ||||
| Total current assets |
339,260 | 309,027 | ||||
| INVESTMENTS AND NON-CURRENT ASSETS: |
||||||
| Marketable securities |
25,948 | 15,829 | ||||
| Investments in companies |
11,154 | 10,560 | ||||
| Non-current trade receivables |
722 | 249 | ||||
| Severance pay fund |
14,259 | 13,891 | ||||
| Deferred income taxes |
4,079 | 4,749 | ||||
| 56,162 | 45,278 | |||||
| PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation and amortization |
17,678 | 18,604 | ||||
| GOODWILL AND OTHER INTANGIBLE ASSETS, net of accumulated amortization |
11,808 | 13,539 | ||||
| 424,908 | 386,448 | |||||
| Liabilities and shareholders’ equity | ||||||
| CURRENT LIABILITIES: |
||||||
| Current maturity of long-term liability |
6,151 | |||||
| Accounts payable and accruals: |
||||||
| Trade |
30,394 | 19,178 | ||||
| Other |
52,637 | 44,890 | ||||
| Total current liabilities |
83,031 | 70,219 | ||||
| ACCRUED SEVERANCE PAY |
23,509 | 22,685 | ||||
| Total liabilities |
106,540 | 92,904 | ||||
| MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY |
490 | 455 | ||||
| SHAREHOLDERS’ EQUITY: |
||||||
| Share capital |
1,618 | 1,616 | ||||
| Additional paid-in capital |
97,762 | 97,615 | ||||
| Deferred stock compensation |
(366 | ) | (921 | ) | ||
| Retained earnings |
241,175 | 218,146 | ||||
| Accumulated other comprehensive income |
13 | (1,043 | ) | |||
| 340,202 | 315,413 | |||||
| Less treasury stock, at cost |
(22,324 | ) | (22,324 | ) | ||
| Total shareholders’ equity |
317,878 | 293,089 | ||||
| 424,908 | 386,448 | |||||
ORBOTECH LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2004
| 9 months ended September 30 |
3 months ended September 30 |
12 months ended December 31 |
|||||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
2003 |
|||||||||||||||
| (Unaudited) |
(Unaudited) |
(Audited) |
|||||||||||||||||
| U.S. dollars in thousands (except per share data) |
|||||||||||||||||||
| REVENUES |
227,400 | 166,089 | 82,691 | 57,267 | 228,392 | ||||||||||||||
| COST OF REVENUES: |
|||||||||||||||||||
| COST |
126,391 | 95,714 | 46,287 | 32,568 | 130,917 | ||||||||||||||
| WRITE-OFF OF INVENTORIES |
7,448 | ||||||||||||||||||
| 126,391 | 95,714 | 46,287 | 32,568 | 138,365 | |||||||||||||||
| GROSS PROFIT |
101,009 | 70,375 | 36,404 | 24,699 | 90,027 | ||||||||||||||
| RESEARCH AND DEVELOPMENT COSTS - net |
34,902 | 29,570 | 12,064 | 9,818 | 39,456 | ||||||||||||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
38,781 | 35,331 | 13,495 | 12,031 | 48,000 | ||||||||||||||
| AMORTIZATION OF OTHER INTANGIBLE ASSETS |
1,731 | 1,800 | 577 | 600 | 2,400 | ||||||||||||||
| RESTRUCTURING COSTS |
3,786 | ||||||||||||||||||
| OPERATING INCOME (LOSS) |
25,595 | 3,674 | 10,268 | 2,250 | (3,615 | ) | |||||||||||||
| FINANCIAL INCOME - net |
862 | 1,756 | 277 | 302 | 2,379 | ||||||||||||||
| OTHER EXPENSES |
(696 | ) | |||||||||||||||||
| INCOME (LOSS) BEFORE TAXES ON INCOME |
26,457 | 5,430 | 10,545 | 2,552 | (1,932 | ) | |||||||||||||
| TAXES ON INCOME |
3,493 | 725 | 1,288 | 329 | 61 | ||||||||||||||
| INCOME (LOSS) FROM OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES AND JOINT VENTURE |
22,964 | 4,705 | 9,257 | 2,223 | (1,993 | ) | |||||||||||||
| MINORITY SHARE IN (PROFITS) LOSSES OF CONSOLIDATED SUBSIDIARY |
(35 | ) | 10 | (455 | ) | ||||||||||||||
| SHARE IN PROFITS (LOSSES) OF ASSOCIATED COMPANY |
100 | (402 | ) | 127 | (180 | ) | (507 | ) | |||||||||||
| NET INCOME (LOSS) FOR THE PERIOD |
23,029 | 4,303 | 9,394 | 2,043 | (2,955 | ) | |||||||||||||
| EARNINGS (LOSS) PER SHARE: |
|||||||||||||||||||
| BASIC |
$ | 0.72 | $ | 0.13 | $ | 0.29 | $ | 0.06 | $ | (0.09 | ) | ||||||||
| DILUTED |
$ | 0.70 | $ | 0.13 | $ | 0.29 | $ | 0.06 | $ | (0.09 | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF EARNINGS (LOSS) PER SHARE: |
|||||||||||||||||||
| BASIC |
32,183 | 32,000 | 32,183 | 32,042 | 32,031 | ||||||||||||||
| DILUTED |
32,978 | 32,222 | 32,528 | 32,497 | 32,031 | ||||||||||||||
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 | ||
| Date: November 2, 2004 | ||