6-K 1 d919583d6k.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 May 2015

Commission File Number 000-12790

 

 

ORBOTECH LTD.

(Translation of Registrant’s name into English)

 

 

7 SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 8110101, 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):   ¨

 

 

 


Attached hereto and incorporated by reference herein are the following documents:

 

1. Press release issued by the Registrant on, and dated, April 30, 2015, and entitled “Orbotech Announces First Quarter 2015 Results”.

 

2. Registrant’s Condensed Consolidated Balance Sheets.

 

3. Registrant’s Condensed Consolidated Statements of Income.

 

4. Registrant’s Condensed Consolidated Statements of Cash Flows.

 

5. Registrant’s Reconciliation of GAAP to non-GAAP Results.

 

6. Registrant’s Reconciliation of GAAP Net Income to Adjusted EBIDTA.

 

7. Registrant’s Reconciliation of GAAP Net Income to Credit Facility EBIDTA.

 

8. Press release issued by the Registrant on, and dated, April 30, 2015, and entitled “Orbotech Announces that Chief Financial Officer Doron Abramovitch will be leaving the Company”.

*    *    *    *    *    *

Except as set forth below, the information on this Form 6-K, including the exhibits attached hereto, shall not be deemed ‘filed’ for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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, Registration No. 333-12692, Registration No. 333-127979, Registration No. 333-154394 and Registration No. 333-169146) of Orbotech Ltd. previously filed with the Securities and Exchange Commission.


LOGO

ORBOTECH REPORTS FIRST QUARTER 2015 RESULTS

2015 first quarter highlights

    Revenues of $185 million, compared with $105 million in the first quarter of 2014
    Gross margin of 45.0% compared with 43.6% in the first quarter of 2014
    Adjusted EBITDA margin of 18.3% compared with 11.8% in the first quarter of 2014
    Non-GAAP EPS of $0.48 (diluted); GAAP EPS of $0.28 (diluted)
    Cash generated from operations of $21.6 million

2015 second quarter guidance

    Revenues range: $185 million to $193 million
    Gross margin: approximately 45%.

YAVNE, ISRAEL, APRIL 30, 2015 | ORBOTECH LTD. (NASDAQ: ORBK) today announced its consolidated financial results for the quarter ended March 31, 2015.

Commenting on the results, Asher Levy, Chief Executive Officer, said: “We have begun 2015 with strong revenues, profitability and cash generation. Our larger scale of operations, as well as our enhanced diversification across businesses, end markets, products and customers, has enabled us to exceed most of the revenue and profitability targets we had set ourselves for the quarter.”

Mr. Levy added: “Our flat panel display business and semiconductor device division continued to perform strongly, reflecting healthy demand trends across product lines and customer segments. Consumer electronics is becoming an increasingly indispensable part of modern life, requiring ever smaller, thinner, faster, more flexible and even wearable devices. This inevitably gives rise to escalating manufacturing challenges, which Orbotech’s solutions are designed to solve, supporting both our customers and leading consumer electronics designers. The breadth and depth of our product offering, especially after the SPTS acquisition, enables us to benefit from the continually evolving and complex world of electronics.”

Revenues for the first quarter of 2015 totaled $184.8 million, compared with $104.8 million in the first quarter of 2014. Revenues for the quarter excluding the Company’s semiconductor business totaled $123.4 million, up 17.7% from $104.8 million in the first quarter of 2014.

In the Company’s Production Solutions for Electronics Industry segment:

 

  -   Revenues from the printed circuit board (“PCB”) industry were $58.0 million, including $31.3 million in equipment sales, in the first quarter of 2015. This compares to PCB revenues of $68.6 million (including $41.5 million in equipment sales) in the first quarter of 2014.
  -   Revenues from the flat panel display industry (“FPD”) were $57.4 million, including $47.3 million in equipment sales, in the first quarter of 2015. This compares to FPD revenues of $31.5 million (including $23.1 million in equipment sales) in the first quarter of 2014.
  -   Revenues from the semiconductor industry were $61.4 million, including $46.6 million in equipment sales, in the first quarter of 2015.

In the Company’s other segments, revenues totaled $8.0 million in the first quarter of 2015, compared with $4.7 million in the first quarter of 2014.

Service revenues for the first quarter of 2015 were $53.4 million, compared to $37.0 million in the first quarter of 2014.

Gross profit and gross margin in the first quarter of 2015 were $83.1 million and 45.0%, respectively, compared with $45.7 million and 43.6%, respectively, in the first quarter of 2014.

GAAP net income for the first quarter of 2015 was $11.8 million, or $0.28 per share (diluted), up from $6.3 million, or $0.15 per share (diluted), for the first quarter of 2014.

Adjusted EBITDA and adjusted EBITDA margin for the first quarter of 2015 were $33.8 million and 18.3%, respectively, up from $12.4 million and 11.8%, respectively, for the first quarter of 2014.


Non-GAAP net income and Non-GAAP net income margin for the first quarter of 2015 were $20.8 million and 11.2%, respectively, compared with $8.2 million and 7.8%, for the first quarter of 2014.

Non-GAAP earnings per share (diluted) for the first quarter of 2015 were $0.48, compared with $0.19 per share (diluted), for the first quarter of 2014.

A reconciliation of each of the Company’s non-GAAP measures to the comparable GAAP measure is included at the end of this press release (the “Reconciliation”).

As of March 31, 2015, the Company had cash, cash equivalents, short-term bank deposits and marketable securities of approximately $180.6 million, and debt of $298.5 million. The Company generated cash from operations of $21.6 million in the first quarter of 2015.

As a result of the Company’s cash position, it intends to pay ahead of schedule $20 million on its term loan during the second quarter.

Second Quarter Guidance

The Company expects that revenues for the second quarter of 2015 will be in the range of $185 million to $193 million and gross margin will be approximately 45%.

Conference Call

An earnings conference call for the Company’s first quarter 2015 results is scheduled for today, April 30, 2015 at 9:00 a.m. EST. The dial-in number for the conference call is 1-517-308-9019 or (US toll-free) 800-857-6263, and a replay will be available on telephone number +1- 203-369-0510 or (US toll-free) 866-396-4184 until May 13, 2015. The pass code is Q1. A live webcast of the conference call can also be heard by accessing the Company’s website here: http://investors.orbotech.com/phoenix.zhtml?c=71865&p=irol-EventDetails&EventId=5188420.

The webcast will remain available for 12 months at: http://investors.orbotech.com/phoenix.zhtml?c=71865&p=irol-audioArchives

About Orbotech Ltd.

Orbotech Ltd. (NASDAQ: ORBK) is a global innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products throughout the electronics and adjacent industries. The Company is a leading provider of yield enhancement and production solutions for electronics reading, writing and connecting, used by manufacturers of printed circuit boards, flat panel displays, advanced packaging, micro-electro-mechanical systems and other electronic components. Today, virtually every electronic device is produced using Orbotech technology. For more information visit www.orbotech.com. The corporate website is not incorporated herein by reference and is included as an inactive textual reference only.

Cautionary Statement Regarding Forward-Looking and Other Statements

Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been used in this press release to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, timing and extent of achieving the anticipated benefits of the acquisition of SPTS, including the timing and amount of cost savings, if any, Orbotech’s ability to integrate and operate SPTS’s business effectively, the timing, terms and success of any strategic or other transaction, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance (the Company defines ‘bookings’ and ‘backlog’ as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, and especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and each of its competitors, 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, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices, the timing for a verdict in the ongoing appeal of the criminal matter and ongoing investigation in Korea, the final outcome and impact of this matter, including its impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and other risks detailed in the Company’s United States Securities and Exchange Commission (“SEC”) reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2014, and subsequent SEC filings. The Company assumes no obligation to update the information in this press release to reflect new information, future events or otherwise, except as required by law.


ORBOTECH LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

U. S. dollars in thousands

(Unaudited)

 

     March 31
2015
    December 31
2014
 

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 154,460      $ 136,367   

Restricted cash

     13,244        10,000   

Short-term bank deposits

     7,024        10,000   

Accounts receivable:

    

Trade

     249,739        248,071   

Other

     36,148        39,076   

Deferred income taxes

     6,818        8,213   

Inventories

     158,002        157,030   
  

 

 

   

 

 

 

Total current assets

  625,435      608,757   
  

 

 

   

 

 

 

INVESTMENTS AND NON-CURRENT ASSETS:

Marketable securities

  5,910      5,890   

Funds in respect of employee rights upon retirement

  9,620      9,755   

Deferred income taxes

  11,630      13,067   

Equity method investee and other receivable

  9,453      8,926   

Deferred financing costs

  7,158      7,470   
  

 

 

   

 

 

 
  43,771      45,108   
  

 

 

   

 

 

 

PROPERTY, PLANT AND EQUIPMENT, net

  53,108      55,580   
  

 

 

   

 

 

 

OTHER INTANGIBLE ASSETS, net

  136,164      145,082   
  

 

 

   

 

 

 

GOODWILL

  179,445      179,445   
  

 

 

   

 

 

 

    

  

 

 

   

 

 

 

Total assets

  1,037,923      1,033,972   
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Current maturities of long-term loan

$ 2,508    $ 2,636   

Accounts payable and accruals:

Trade

  66,994      64,683   

Other

  71,188      81,747   

Deferred income

  37,162      38,008   
  

 

 

   

 

 

 

Total current liabilities

  177,852      187,074   

LONG-TERM LIABILITIES:

Long-term loan

  293,349      293,851   

Liability for employee rights upon retirement

  22,804      22,763   

Deferred income taxes

  19,687      20,185   

Other tax liabilities

  12,681      13,218   
  

 

 

   

 

 

 

Total long-term liabilities

  348,521      350,017   
  

 

 

   

 

 

 

Total liabilities

  526,373      537,091   
  

 

 

   

 

 

 

EQUITY:

Share capital

  2,171      2,163   

Additional paid-in capital

  296,089      293,056   

Retained earnings

  315,752      303,950   

Accumulated other comprehensive income (loss)

  (2,307   (1,980
  

 

 

   

 

 

 
  611,705      597,189   

Less treasury shares, at cost

  (99,539   (99,539
  

 

 

   

 

 

 

Total Orbotech Ltd. shareholders’ equity

  512,166      497,650   

Non-controlling interest

  (616   (769
  

 

 

   

 

 

 

Total equity

  511,550      496,881   
  

 

 

   

 

 

 

    

  

 

 

   

 

 

 

Total liabilities and equity

$ 1,037,923    $ 1,033,972   
  

 

 

   

 

 

 


ORBOTECH LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

U.S. dollars in thousands (except per share data)

(Unaudited)

 

     3 months ended
March 31
    12 months ended
December 31
 
     2015     2014     2014  

Revenues

   $ 184,784      $ 104,793      $ 582,746   

Cost of revenues

     101,707        59,136        329,553   
  

 

 

   

 

 

   

 

 

 

Gross profit

  83,077      45,657      253,193   

Operating expenses:

Research and development, net

  25,779      18,461      88,651   

Selling, general and administrative

  28,973      19,592      96,169   

Equity in earnings of Frontline

  (871   (1,504   (5,769

Amortization of intangible assets

  8,918      1,010      19,235   

SPTS acquisition costs

  6,761   
  

 

 

   

 

 

   

 

 

 

Total operating expenses

  62,799      37,559      205,047   

Operating income

  20,278      8,098      48,146   

Financial expenses - net

  6,471      327      9,046   
  

 

 

   

 

 

   

 

 

 

Income before taxes on income

  13,807      7,771      39,100   

Taxes on income

  1,752      1,350      3,419   

Share in losses of equity method investee

  100      69      417   
  

 

 

   

 

 

   

 

 

 

Net income

  11,955      6,352      35,264   

Net income (loss) attributable to
the non-controlling interests

  153      65      (116
  

 

 

   

 

 

   

 

 

 

Net income attributable to Orbotech Ltd.

$ 11,802    $ 6,287    $ 35,380   
  

 

 

   

 

 

   

 

 

 

Basic earnings per share

$ 0.28    $ 0.15    $ 0.85   
  

 

 

   

 

 

   

 

 

 

Diluted earnings per share

$ 0.28    $ 0.15    $ 0.83   
  

 

 

   

 

 

   

 

 

 

Weighted average number of shares (in thousands)
used in computation of:

Basic earnings per share

  41,961      41,842      41,703   

Diluted earnings per share

  42,860      42,835      42,757   


ORBOTECH LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

(Unaudited)

 

     3 months ended
March 31
    12 months ended
December 31
 
     2015     2014     2014  

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net income

   $ 11,955      $ 6,352      $ 35,264   

Adjustment to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     12,660        3,471        30,333   

Compensation relating to equity awards granted to employees and others - net

     889        816        3,192   

Increase (decrease) in liability for employee rights upon retirement, net

     176        (890     (1,553

Long-term loans discount amortization

     120        257        237   

Deferred financing costs amortization

     312          612   

Deferred income taxes

     2,334          1,253   

Amortization of premium and accretion of discount on marketable Securities, net

     50        157        656   

Equity in earnings of Frontline, net of dividend received

     636        (195     468   

Other

     499        207        1,242   

Loss from sales of marketable securities

         339   

Decrease (increase) in accounts receivable:

      

Trade

     (1,668     8,177        (17,440

Other

     3,093        606        (2,075

Increase (decrease) in accounts payable and accruals:

      

Trade

     2,311        (3,152     2,140   

Deferred income and other

     (10,754     (10,718     10,672   

Decrease (increase) in inventories

     (972     (7,055     (13,984
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

  21,641      (1,967   51,356   
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment

  (3,182   (3,574   (12,500

Withdraw (placement) of bank deposits

  2,976      (3,524   28,650   

Purchase of marketable securities

  (2,490   (15,152

Redemption of marketable securities

  2,755      26,586   

SPTS net of cash acquired

  (375,061

Investment in equity method investee

  (1,500   (250

Proceeds from disposal of property, plant and equipment

  9      15   

Increase in restricted cash

  (3,244   (10,000

Increase in funds in respect of employee rights upon retirement

  (71   (260
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

  (4,950   (6,895   (357,972
  

 

 

   

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

Long term loan, net of $8 millions financing costs

  288,918   

Repayment of long-term bank loan

  (750   (750

Short term bank loan

Employee stock options exercised

  2,152      3,523      8,253   

Acquisition of treasury shares

  (4,174   (14,593
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

  1,402      (651   281,828   
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

  18,093      (9,513   (24,788

Cash and cash equivalents at beginning of period

  136,367      161,155      161,155   

CASH AND CASH EQUIVALENTS AT END OF PERIOD

$ 154,460    $ 151,642    $ 136,367   
  

 

 

   

 

 

   

 

 

 


ORBOTECH LTD.

RECONCILIATION OF GAAP TO NON-GAAP RESULTS

U.S. dollars in thousands (except per share data)

(Unaudited)

 

     3 months ended
March 31
     12 months ended
December 31
 
     2015     2014      2014  

Reported operating income on GAAP basis

   $ 20,278      $ 8,098       $ 48,146   

Equity based compensation expenses

     889        816         3,192   

Amortization of intangible assets

     8,918        1,010         19,235   

SPTS Acquisition costs

          6,761   
  

 

 

   

 

 

    

 

 

 

Non-GAAP operating income

$ 30,085    $ 9,924    $ 77,334   
  

 

 

   

 

 

    

 

 

 

Reported net income attributable to Orbotech Ltd. on GAAP basis

$ 11,802    $ 6,287    $ 35,380   

Equity-based compensation expenses

  889      816      3,192   

Amortization of intangible assets

  8,918      1,010      19,235   

Tax adjustments re non-GAAP adjustments

  (949   (1,823

SPTS Acquisition costs

  6,761   

Share in losses of associated company

  100      69      417   
  

 

 

   

 

 

    

 

 

 

Non-GAAP net income

$ 20,760    $ 8,182    $ 63,162   
  

 

 

   

 

 

    

 

 

 

Non-GAAP earnings per diluted share

$ 0.48    $ 0.19    $ 1.48   
  

 

 

   

 

 

    

 

 

 

Shares used in earnings per diluted share calculation-in thousands

  42,860      42,835      42,757   

ORBOTECH LTD.

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

U.S. dollars in thousands (except per share data)

(Unaudited)

 

     3 months ended
March 31
     12 months ended
December 31
 
     2015      2014      2014  

Net income attributable to Orbotech Ltd. on GAAP basis

   $ 11,802       $ 6,287       $ 35,380   

Minority interest and equity losses

     253         134         301   

Tax expenses

     1,752         1,350         3,419   

Financial expenses

     6,471         327         9,046   

Depreciation and amortization

     12,660         3,471         30,333   

Equity-based compensation expenses

     889         816         3,192   

SPTS acquisition costs

           6,761   
  

 

 

    

 

 

    

 

 

 

ADJUSTED EBITDA

$ 33,827    $ 12,385    $ 88,432   
  

 

 

    

 

 

    

 

 

 


ORBOTECH LTD.

RECONCILIATION OF GAAP NET INCOME TO CREDIT FACILITY EBITDA

U.S. dollars in thousands (except per share data)

(Unaudited)

 

     12 months ended
March 31
 
     2015  

Net income attributable to Orbotech Ltd. on GAAP basis

   $ 40,895   

Minority interest and equity losses

     420   

Tax expenses

     3,821   

Financial expenses

     15,191   

Depreciation and amortization

     39,521   

Equity-based compensation expenses

     3,265   

SPTS acquisition costs

     6,761   

SPTS full 12 months contribution (1)

     5,028   

Litigation expenses

     1,261   

Other (2)

  
  

 

 

 

CREDIT FACILITY EBITDA (3)

$ 116,163   
  

 

 

 

 

(1) The SPTS Acquisition was completed on August 7, 2014. This adjustment gives full year effect to the SPTS Acquisition by reflecting SPTS’s contribution to Credit Facility EBITDA for the period from April 1, 2014 to August 7, 2014, determined in accordance with the Credit Agreement. This adjustment has been derived from SPTS’s books and records, is unaudited and does not correspond to SPTS’s historical accounting periods. This presentation does not reflect our pro forma results and should not used as indicative of our future results.

 

(2) Reflects adjustments permitted by the Credit Agreement, including with respect to employee and other matters.

 

(3) Credit Facility EBITDA does not reflect any annualized expense reductions anticipated as a result of operational changes made as part of the SPTS Acquisition estimated by us in good faith as permitted by the Credit Agreement. Because we are in the preliminary stages of assessing our operations after the SPTS Acquisition, this adjustment does not include the approximately $10 million of annual cost savings that we believe may be available from our supply chain optimization project. Although we are carefully assessing the efficiency of our business, we may not identify additional cost savings or achieve the estimated cost savings in the timeframe or amount we anticipate, if at all. Accordingly, you should not place undue reliance on our ability to achieve cost savings or synergies.


Non-GAAP Financial Measures

Non-GAAP net income, non-GAAP net income from continuing operations and non-GAAP net income from continuing operations per share detailed in the Reconciliation exclude charges, income or losses, as applicable, related to one or more of the following: (i) equity-based compensation expenses; (ii) certain items associated with acquisitions, including amortization of intangibles and acquisition costs; (iii) tax impact; and/or (iv) share in losses of associated company. The Company uses the non-GAAP measures indicated in the Reconciliation, which give full year effect to the SPTS Acquisition, to supplement the Company’s financial results presented on a GAAP basis. These non-GAAP measures exclude equity based compensation expenses, amortization of intangible assets, share in losses/profits of associated companies, as well as certain financial expenses and non-recurring income items that are believed to be helpful in understanding and comparing past operating and financial performance with current results. Management uses all of the non-GAAP measures to evaluate the Company’s operating and financial performance in light of business objectives and for planning purposes. These measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies. Orbotech believes that these measures enhance investors’ ability to review the Company’s business from the same perspective as the Company’s management and facilitate comparisons with results for prior periods. In addition, these non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. However, the non-GAAP measures presented are subject to limitations as an analytical tool because they exclude certain recurring items (such as, equity compensation, interest expense and amortization of intangible assets) as described below and in the Reconciliation. The presentation of this additional non-GAAP information should not be considered in isolation or as a substitute for net income; net income attributable to Orbotech Ltd. or earnings per share prepared in accordance with GAAP, and should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP. For a quantification of the adjustments made to comparable GAAP measures, please see the Reconciliation.

The effect of equity-based compensation expenses has been excluded from the non-GAAP measures. Although equity-based compensation is a key incentive offered to employees, and the Company believes such compensation contributed to the revenues earned during the periods presented and also believes it will contribute to the generation of future period revenues, the Company continues to evaluate its business performance excluding equity based compensation expenses. Equity-based compensation expenses will recur in future periods.

The effects of amortization of intangible assets have also been excluded from the measures. This item is inconsistent in amount and frequency and is significantly affected by the timing and size of acquisitions. Investors should note that the use of intangible assets contributed to revenues earned during the periods presented and will contribute to future period revenues as well. Amortization of intangible assets will recur in future periods and the Company may be required to record additional impairment charges in the future. The Company believes that it is useful for investors to understand the effects of these items on total operating expenses.

Adjusted EBITDA is also a non-GAAP financial measure. The Company defines adjusted EBITDA as net income attributable to Orbotech Ltd., further adjusted, in addition to the items described above, to exclude tax on income, financial expenses (income)–net and depreciation. The Company presents adjusted EBITDA because it considers it to be an important supplemental measure and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in Orbotech’s industry. The presentation of adjusted EBITDA is not based on the definition in the Credit Agreement governing the term loan incurred in connection with the SPTS acquisition. Credit Facility EBITDA reflects additional adjustments to adjusted EBITDA permitted by the Credit Agreement as described in the Reconciliation and is calculated by adding adjusted EBITDA for the year ended December 31, 2014 to adjusted EBITDA for three months ended March 31, 2015, and subtracting adjusted EBITDA for the three months ended March 31, 2014, and then further adjusting it as permitted by the Credit Agreement. Although the Company believes its presentation of each of adjusted EBITDA and Credit Facility EBITDA is useful, its adjusted EBITDA measure and Credit Facility EBITDA may not be comparable to similarly titled measures presented by other companies.

For more information about all of the foregoing items, see the Reconciliation, the Company’s Annual Report on Form 20-F filed with the SEC for the year ended December 31, 2014 and its other SEC filings.

 

Company Contact:

Anat Earon-Heilborn

Ann Michael

Director of Investor Relations

Senior Corporate Marketing Communications Manager

Orbotech Ltd

Orbotech Ltd

Tel: +972-8-942 3582

Tel: +972-8-942 3148

anat.earon-heilborn@orbotech.com

ann.michael@orbotech.com


LOGO

PRESS RELEASE:

Orbotech Announces that Chief Financial Officer Doron Abramovitch Will Be Leaving the Company

YAVNE, ISRAEL — April 30, 2015 — Orbotech Ltd. (NASDAQ: ORBK) today announced that Doron Abramovitch, Chief Financial Officer, has decided to leave the Company in the coming months to pursue other interests.

Asher Levy, Chief Executive Officer, stated: “On behalf of the Company, and personally, I would like to wish Doron well for the future and to thank him for his contribution over the last four years, during which he played an instrumental role in the growth of the Company and its operational and profitability profile.”

Mr. Abramovitch will continue to serve in his role at the Company to support an orderly transition until his successor has been appointed and is fully on board.

About Orbotech Ltd.

Orbotech Ltd. (NASDAQ:ORBK) is a global innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products throughout the electronics and adjacent industries. The Company is a leading provider of yield enhancement and production solutions for electronics reading, writing and connecting, used by manufacturers of printed circuit boards, flat panel displays, advanced packaging, micro-electro-mechanical systems and other electronic components. Today, virtually every electronic device in the world is produced using Orbotech systems. For more information, visit http://www.orbotech.com/.

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, future prospects, developments and business strategies and involve certain risks and uncertainties. The words “anticipate,” “believe,” “could,” “will,” “plan,” “expect” and “would” and similar terms and phrases, including references to assumptions, have been used in this press release to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors relating to Orbotech’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control. Many factors could cause the actual results to differ materially from those projected including, without limitation, timing and extent of achieving the anticipated benefits of the acquisition of SPTS; Orbotech’s ability to effectively integrate and operate SPTS’s business, the timing, terms and success of any strategic or other transaction, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance (the Company defines ‘bookings’ and ‘backlog’ as purchase arrangements with customers that are based on mutually agreed terms, which, in some cases for bookings and backlog, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty), fluctuations in product mix, worldwide economic conditions generally, especially in the industries in which the Company operates, the timing and strength of product and service offerings by the Company and each of its competitors, 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, the level of consumer demand for sophisticated devices such as smartphones, tablets and other electronic devices, the timing for a verdict in the ongoing appeal of the criminal matter and ongoing investigation in Korea, the final outcome and impact of this matter, including its impact on existing or future business opportunities in Korea and elsewhere, any civil actions related to the Korean matter brought by third parties, including the Company’s customers, which may result in monetary judgments or settlements, expenses associated with the Korean matter, ongoing or increased hostilities in Israel and other risks detailed in the Company’s SEC reports, including the Company’s Annual Report on Form 20-F for the year ended December 31, 2014, and subsequent SEC filings. The Company assumes no obligation to update the information in this press release to reflect new information, future events or otherwise, except as required by law.

Company Contacts:

Anat Earon-Heilborn

Director of Investor Relations

Orbotech Ltd

Tel: +972-8-942 3582

Ann Michael

Senior Corporate Marketing Communications Manager

Orbotech Ltd

Tel: +972-8-942 3148


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/ Doron Abramovitch
Doron Abramovitch
Corporate Vice President and
Chief Financial Officer

Date: May 4, 2015