6-K 1 d6k.htm FORM 6-K Form 6-K

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 August 2005

 

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, August 1, 2005, and entitled “Orbotech Announces Second Quarter 2005 Results”.

 

2. Registrant’s Condensed Consolidated Balance Sheet at June 30, 2005.

 

3. Registrant’s Condensed Consolidated Statements of Income for the Six Month and Three Month Periods ended June 30, 2005.

 

*        *        *        *        *         *

 

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.

 

LOGO

 

FOR IMMEDIATE RELEASE

 

ORBOTECH ANNOUNCES SECOND QUARTER 2005 RESULTS

 

YAVNE, ISRAEL — August 1, 2005 — ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced its consolidated financial results for the second quarter and six months ended June 30, 2005.

 

Revenues for the second quarter of 2005 totaled $89.3 million, compared to $100.5 million recorded in the first quarter of 2005 and $77.5 million in the second quarter a year ago. Net income for the second quarter of 2005 was $9.5 million, or $0.29 per share (diluted), compared to net income of $10.6 million, or $0.32 per share (diluted), in the first quarter of 2005 and $8.6 million, or $0.26 per share (diluted), in the second quarter of 2004.

 

Revenues for the first six months of 2005 totaled $189.8 million, compared to $144.7 million recorded in the first half of 2004. Net income for the first six months of 2005 was $20.1 million, or $0.61 per share (diluted), compared to net income of $13.6 million, or $0.41 per share (diluted), in the first six months of 2004.

 

Sales of equipment to the printed circuit board (“PCB”) industry relating to bare PCBs were $35.0 million in the second quarter of 2005, compared to $30.1 million in the first quarter of 2005, and $29.4 million in the second quarter of 2004. Sales of flat panel display (“FPD”) inspection equipment were $27.5 million, compared to $43.2 million in the first quarter of 2005 (which included recognition of initial revenues exceeding $20 million from sale of the Company’s seventh generation in-line FPD-AOI systems to Samsung Electronics Co. Ltd.), and $20.7 million in the second quarter of last year. Sales of equipment to the PCB industry relating to assembled PCBs were $5.4 million, compared to $6.2 million in the first quarter this year, and $8.8 million in the second quarter of 2004. Sales of automatic check reading products were $2.0 million in the second quarter of 2005, compared to $2.3 million in the first quarter of 2005, and $1.3 million recorded in the second quarter of 2004. In addition, service revenue for the second quarter increased to $19.4 million from $18.7 million in the first quarter of 2005, and $17.3 million in the second quarter of 2004.

 

The Company completed the quarter with cash, cash equivalents and marketable securities of approximately $191 million, compared to $177 million at the end of the first quarter, due principally to a positive operating cash flow for the quarter of approximately $19 million. Non-operating disbursements totaled approximately $5.9 million, comprised of $2.4 in capital expenditures and $3.5 million paid as part of the previously announced acquisition by the Company of the assets of Imarad Imaging Systems Ltd.

 

The increase in revenues from bare PCB inspection equipment reflects the continued strong sales of the Company’s Discovery PCB-AOI series and the Paragon solid state laser direct imaging systems, both of which recorded growth, in terms of units sold, exceeding 30% sequentially.

 

Revenues from sales of the Company’s assembled PCB products continue to be affected by the heightened competition throughout this industry, giving rise to strong pricing pressures on equipment suppliers. The Company recently launched its new Symbion series of post-paste and post-reflow inspection systems for assembled boards, which has been favorably received, as evidenced by the encouraging levels of orders from customers.

 

During the second quarter the Company recorded strong bookings for its FPD products, primarily due to the combined effect of manufacturers’ ongoing, strategic investments in new sixth and seventh generation fabrication facilities for TFT-LCD televisions and the highly sophisticated technological solutions which the Company is able to offer these manufacturers.

Commenting on the results, Yochai Richter, Chief Executive Officer, said: “We are pleased with our financial results for the quarter, which demonstrate once our continuing strategy of selective investments in research and development. These enable us, over the long-term, to continue to provide our customers with the sophisticated technological solutions they require to meet escalating demands from their own customers and, in turn, reinforce our leadership position at the forefront of those industries we serve.”

 

An earnings conference call is scheduled for Monday, August 1, 2005, at 9:00 a.m. EDT. The dial-in number for the conference call is 773-681-5826, and a replay will be available, until August 15, 2005, on telephone number 402-220-0297. The pass code is Q2. 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.

 

About Orbotech Ltd.

 

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 financial institutions. 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.

 

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.

 

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 LTD.

CONDENSED CONSOLIDATED BALANCE SHEET

AT JUNE 30, 2005

 

     June 30     December 31  
     2005
     2004
  
     (Unaudited)
     (Audited)
  
     U. S. dollars in thousands
  

            Assets

             

CURRENT ASSETS:

             

Cash and cash equivalents

    137,000     127,331  

Marketable securities

    20,666     14,462  

Short-term bank deposits

    4,750     10,000  

Accounts receivable:

             

Trade

    110,516     113,184  

Other

    19,828     19,849  

Deferred income taxes

    2,439     1,123  

Inventories

    68,964     71,525  
    
 

Total current assets

    364,163     357,474  
    
 

INVESTMENTS AND NON-CURRENT ASSETS:

             

Marketable securities

    28,762     29,987  

Other long-term Investments

    8,412     8,332  

Non-current trade receivables

    424     652  

Severance pay fund

    14,361     14,740  

Deferred income taxes

    3,134     4,001  
              
    
 
     55,093     57,712  
    
 

PROPERTY, PLANT AND EQUIPMENT, net of
accumulated depreciation and amortization

    19,142     17,454  
    
 

GOODWILL AND OTHER INTANGIBLE ASSETS, net of
accumulated amortization

    16,255     11,231  
    
 
              
    
 
     454,653     443,871  
    
 

    Liabilities and shareholders' equity

             

CURRENT LIABILITIES:

             

Accounts payable and accruals:

             

Trade

    26,792     35,261  

Other

    54,130     57,950  
    
 

Total current liabilities

    80,922     93,211  

ACCRUED SEVERANCE PAY

    25,495     24,877  
              
    
 

Total liabilities

    106,417     118,088  
    
 

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY

    574     503  
    
 

SHAREHOLDERS' EQUITY:

             

Share capital

    1,625     1,620  

Additional paid-in capital

    100,295     98,807  

Deferred stock compensation

    (339 )   (455 )

Retained earnings

    267,721     247,632  

Accumulated other comprehensive income

    684        
    
 
     369,986     347,604  

Less treasury stock, at cost

    (22,324 )   (22,324 )
    
 

Total shareholders' equity

    347,662     325,280  
    
 
     454,653     443,871  
    
 

 

5

ORBOTECH LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTH AND THREE MONTH PERIODS ENDED JUNE 30, 2005

 

    

6 months ended

June 30

    

3 months ended

June 30

     12 months
ended
December 31
  
     2005
     2004
     2005
     2004
     2004
  
     (Unaudited)
     (Unaudited)
     (Audited)
  
     U.S. dollars in thousands (except per share data)
  

REVENUES

      189,788       144,709       89,333       77,509       315,168  

COST OF REVENUES

      110,786       80,104       50,226       42,603       176,535  
    
 
 
 
 

GROSS PROFIT

      79,002       64,605       39,107       34,906       138,633  

RESEARCH AND DEVELOPMENT COSTS - net

      27,383       22,838       13,818       11,689       47,997  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

      28,972       25,286       14,579       12,946       52,951  

AMORTIZATION OF OTHER INTANGIBLE ASSETS

      1,310       1,154       733       577       2,308  
    
 
 
 
 

OPERATING INCOME

      21,337       15,327       9,977       9,694       35,377  

FINANCIAL INCOME - net

      1,505       585       982       281       1,252  

WRITE-DOWN OF LONG-TERM INVESTMENTS

                                      (2,945 )
    
 
 
 
 

INCOME BEFORE TAXES ON INCOME

      22,842       15,912       10,959       9,975       33,684  

TAXES ON INCOME

      2,703       2,205       1,474       1,453       4,346  
    
 
 
 
 

INCOME FROM OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES AND JOINT VENTURE

      20,139       13,707       9,485       8,522       29,338  

MINORITY INTEREST IN PROFITS OF CONSOLIDATED SUBSIDIARY

      (70 )     (44 )     (36 )     (16 )     (48 )

SHARE IN PROFITS (LOSSES) OF AN ASSOCIATED COMPANY

      20       (28 )     54       59       196  
    
 
 
 
 

NET INCOME

      20,089       13,635       9,503       8,565       29,486  
    
 
 
 
 

EARNINGS PER SHARE:

                                         

BASIC

    $ 0.62     $ 0.42     $ 0.29     $ 0.27     $ 0.91  
    
 
 
 
 

DILUTED

    $ 0.61     $ 0.41     $ 0.29     $ 0.26     $ 0.90  
    
 
 
 
 

WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF EARNINGS PER SHARE:

                                         

BASIC

      32,391       32,163       32,391       32,163       32,251  
    
 
 
 
 

DILUTED

      33,147       33,056       33,115       32,883       32,924  
    
 
 
 
 

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:    August 2, 2005