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 2009
Commission File Number 000-12790
ORBOTECH LTD.
(Translation of Registrants
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 2, 2009, and entitled Orbotech Announces Third Quarter 2009 Results.
|
2.
|
Registrants Condensed Consolidated Balance Sheet at September 30, 2009.
|
3.
|
Registrants Condensed Consolidated Statements of Income for the Nine Month and Three Month Periods ended September 30, 2009.
|
4.
|
Registrants Reconciliation of GAAP to non-GAAP Results for the Nine Month and Three Month Periods ended September 30, 2009.
|
* * * * * *
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
and Registration No. 333-154394) of Orbotech Ltd. previously filed with the Securities and Exchange Commission.
FOR IMMEDIATE RELEASE
ORBOTECH ANNOUNCES THIRD QUARTER 2009 RESULTS
YAVNE, ISRAEL November 2, 2009 ORBOTECH LTD. (NASDAQ/GSM SYMBOL: ORBK) today announced its consolidated financial results for the third quarter and nine months ended September 30, 2009.
Revenues for the third quarter of 2009 totaled $92.3 million, compared to $94.0 million recorded in the second quarter of 2009 and $94.8
million in the third quarter a year ago. GAAP (U. S. generally accepted accounting principles) net loss for the third quarter of 2009 was $5.5 million, or $0.16 per share, compared to GAAP net loss of $1.2 million, or $0.03 per share for the second
quarter of 2009 and GAAP net loss of $43.1million, or $1.29 per share, in the third quarter of 2008.
Revenues for the first
nine months of 2009 totaled $278.2 million, compared to $300.3 million recorded during the corresponding period in 2008. GAAP net loss for the first nine months of 2009 was $14.6 million, or $0.42 per share, compared to GAAP net loss of $34.1
million, or $1.02 per share in the first nine months of 2008.
Non-GAAP net income for the third quarter of 2009 was $1.1
million, or $0.03 per share (diluted), compared to non-GAAP net income of $0.8 million, or $0.02 per share (diluted), in the third quarter of 2008. Non-GAAP net income for the first nine months of 2009 was $2.2 million, or $0.06 per share (diluted),
compared to non-GAAP net income of $14.2 million, or $0.43 per share (diluted), in the first nine months of 2008.
The
Companys GAAP results for the third quarter of 2008 included: (a) an impairment charge of $38.5 million ($32.5 million net of taxes) relating to a write-down of substantially all of the goodwill and intellectual property of Orbotech
Medical Denmark A/S; (b) an impairment charge of $5.4 million relating to a write-off of the then remaining goodwill of the Companys assembled PCB business; and (c) a restructuring charge of $3.7 million. These items are explained in
the detailed description of the non-GAAP adjustments in the accompanying reconciliation of GAAP to non-GAAP results (the Reconciliation).
Sales of equipment to the printed circuit board (PCB) industry were $20.3 million in the third quarter of 2009, compared to $17.0 million in the second quarter of 2009, and $31.6 million in
the third quarter of 2008. Sales of equipment to the flat panel display (FPD) industry were $37.6 million, compared to $41.4 million in the second quarter of 2009, and $31.7 million in the third quarter of last year. Sales of character
recognition products were $2.4 million in the third quarter of 2009, compared to $2.0 million in the second quarter of 2009, and $2.0 million recorded in the third quarter of 2008. Sales of medical imaging equipment were $4.1 million in the third
quarter of 2009, compared to $6.2 million in the second quarter of 2009, and $3.4 million in the third quarter of 2008. In addition, service revenue for the third quarter of 2009 was $27.9 million, compared to $27.3 million in the second quarter of
2009, and $26.0 million in the third quarter of 2008. The financial data, including revenue data, presented in respect of the third quarter of 2008 does not include results attributable to the business of Photon Dynamics, Inc. (PDI),
which was acquired on October 2, 2008. The impact of currency rates in the third quarter of 2009 was similar to that in the first and second quarters of 2009.
The Company completed the quarter with cash, cash equivalents and marketable securities of approximately $170.2 million, compared with approximately $140.3 million at the end of the second quarter of
2009, and $160 million in debt. The Companys marketable securities included approximately $19.1 million of auction rate securities primarily tied to student loans.
During the third quarter of 2009, many PCB manufacturing customers, primarily in the Far East, were reporting plant utilization rates at over 80% capacity, driven mainly by communications, consumer and
computer-related products. This trend towards increased capacity utilization has had a positive sequential effect on the Companys sales of PCB equipment.
FPD fabrication facilities have recently been running at close to full capacity utilization,
with supply and demand appearing to be in approximate equilibrium. During the quarter certain of the Companys FPD customers requested to expedite delivery of previously-ordered systems, which positively impacted FPD revenues for the quarter.
Growth in this industry is being driven by higher demand from China and emerging economies, which the Company expects will lead to greater capital expenditure in the FPD industry during the latter part of 2010, and continuing into 2011.
Commenting on the results, Rani Cohen, President and Chief Executive Officer, said: Business conditions are generally continuing to
improve and the industries that we serve are beginning to revert to investment mode. Our expansive portfolio of products, made possible through our consistent investments in research and development, has positioned us well to meet our
customers current and future production requirements. One example is our new direct imaging system, which was recently introduced after successful field testing and is expected to contribute to revenues as early as the fourth quarter of 2009.
We maintain our commitmenteven in challenging economic circumstancesto provide our customers with new and innovative solutions, as well as first class service and support. Our continued ability to maintain tight control of our costs has
also allowed us to generate operating cash flow. We remain positive as to the short and long term demand for our products.
Referring to the PDI transaction, Mr. Cohen added: A full year has now passed since we closed our acquisition of PDI. Thanks to the outstanding efforts of our employees, we have successfully concluded a very complex and
challenging integration process. Our comprehensive product portfolio, combined with our significant, accumulated FPD know-how and expertise, has positioned us very well to face the challenges which the coming ramp-up in the FPD industry will
pose.
An earnings conference call for the Companys third quarter 2009 results is scheduled for Monday,
November 2, 2009, at 9:00 a.m. EST. The dial-in number for the conference call is 210-795-2680, and a replay will be available on telephone number 402-220-9768 until November 16, 2009. The pass code is Q3. A live web cast of the conference
call and a replay can also be heard by accessing the investor relations section on the Companys website at www.orbotech.com.
About Orbotech Ltd.
Orbotech is principally engaged in the design, development, manufacture, marketing
and service of yield-enhancing and production solutions for specialized applications in the supply chain of the electronics industry. Orbotechs products include automated optical inspection (AOI), production and process control systems for
printed circuit boards (PCBs) and AOI, test and repair systems for flat panel displays (FPDs). The Company also markets computer-aided manufacturing and engineering (CAM) solutions for PCB production. In addition, through its subsidiary, Orbograph
Ltd., the Company develops and markets character recognition solutions to banks and other financial institutions, and has developed a proprietary technology for web-based, location-independent data entry for check processing and forms processing;
and, through its subsidiaries, Orbotech Medical Denmark A/S and Orbotech Medical Solutions Ltd., is engaged in the research and development, manufacture and sale of specialized products for application in medical nuclear imaging. Of Orbotechs
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. Orbotechs 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 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 managements expectations and beliefs concerning future events affecting Orbotech and are subject to uncertainties and factors
relating to its operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control. Many factors could cause the actual results to differ materially from those projected, including
cyclicality in the industries in which the Company operates, a sustained continuation or worsening of the worldwide economic slowdown, the timing and strength of product and service offerings by the Company and 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 and other risks detailed in the Companys SEC reports, including the Companys Annual Report on Form 20-F for the year ended December 31, 2008. 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:
|
|
|
Adrian Auman
|
|
Michelle Harnish
|
Corporate Vice President Investor Relations
|
|
Marketing Communications Manager
|
and Special Projects
|
|
Orbotech, Inc.
|
Orbotech Ltd.
|
|
+1-978-901-5120
|
+972-8-942-3560
|
|
|
ORBOTECH LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
AT SEPTEMBER
30, 2009
|
|
|
|
|
|
|
|
|
September 30
2009
|
|
|
December 31
2008
|
|
|
|
U. S. dollars in thousands
|
|
Assets
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
150,956
|
|
|
105,127
|
|
Marketable securities
|
|
|
|
|
320
|
|
Accounts receivable:
|
|
|
|
|
|
|
Trade
|
|
149,012
|
|
|
180,701
|
|
Other
|
|
30,627
|
|
|
27,106
|
|
Deferred income taxes
|
|
3,921
|
|
|
5,222
|
|
Inventories
|
|
97,262
|
|
|
122,152
|
|
|
|
|
|
|
|
|
Total current assets
|
|
431,778
|
|
|
440,628
|
|
|
|
|
|
|
|
|
INVESTMENTS AND NON-CURRENT ASSETS:
|
|
|
|
|
|
|
Marketable securities
|
|
19,284
|
|
|
19,241
|
|
Other long-term Investments
|
|
29
|
|
|
29
|
|
Funds in respect of employee rights upon retirement
|
|
11,317
|
|
|
12,521
|
|
Deferred income taxes
|
|
12,080
|
|
|
8,795
|
|
|
|
|
|
|
|
|
|
|
42,710
|
|
|
40,586
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT
, net of
|
|
|
|
|
|
|
accumulated depreciation and amortization
|
|
30,708
|
|
|
39,325
|
|
|
|
|
|
|
|
|
GOODWILL
|
|
12,785
|
|
|
12,747
|
|
|
|
|
|
|
|
|
OTHER INTANGIBLE ASSETS
, net of
|
|
|
|
|
|
|
accumulated amortization
|
|
86,582
|
|
|
101,575
|
|
|
|
|
|
|
|
|
|
|
604,563
|
|
|
634,861
|
|
|
|
|
|
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
CURRENT LIABILITIES
:
|
|
|
|
|
|
|
Short-term loan
|
|
160,000
|
|
|
160,000
|
|
Accounts payable and accruals:
|
|
|
|
|
|
|
Trade
|
|
20,366
|
|
|
36,377
|
|
Other
|
|
51,124
|
|
|
56,428
|
|
Deferred income
|
|
17,275
|
|
|
22,473
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
248,765
|
|
|
275,278
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
Liability for employee rights upon retirement
|
|
26,087
|
|
|
27,678
|
|
Tax liabilities
|
|
14,284
|
|
|
16,208
|
|
Other long-term liability
|
|
|
|
|
2,667
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
40,371
|
|
|
46,553
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
289,136
|
|
|
321,831
|
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
Share capital
|
|
1,746
|
|
|
1,727
|
|
Additional paid-in capital
|
|
168,236
|
|
|
161,914
|
|
Retained earnings
|
|
198,014
|
|
|
211,142
|
|
Accumulated other comprehensive income (loss)
|
|
2,948
|
|
|
(6,123
|
)
|
|
|
|
|
|
|
|
|
|
370,944
|
|
|
368,660
|
|
Less treasury stock, at cost
|
|
(57,192
|
)
|
|
(57,192
|
)
|
|
|
|
|
|
|
|
Total Orbotech Ltd. shareholders equity
|
|
313,752
|
|
|
311,468
|
|
Non-controlling interest
|
|
1,675
|
|
|
1,562
|
|
|
|
|
|
|
|
|
Total equity
|
|
315,427
|
|
|
313,030
|
|
|
|
|
|
|
|
|
|
|
604,563
|
|
|
634,861
|
|
|
|
|
|
|
|
|
ORBOTECH LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE
NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 months ended
|
|
|
3 months ended
|
|
|
12 months
ended
December 31
|
|
|
|
September 30
|
|
|
September 30
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2008
|
|
|
|
U.S. dollars in thousands
(except per share data)
|
|
REVENUES
|
|
|
278,225
|
|
|
|
300,333
|
|
|
|
92,350
|
|
|
|
94,760
|
|
|
|
429,546
|
|
COST OF REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
|
|
|
174,071
|
|
|
|
180,103
|
|
|
|
58,979
|
|
|
|
58,680
|
|
|
|
260,639
|
|
WRITE DOWN OF INVENTORY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
104,154
|
|
|
|
120,230
|
|
|
|
33,371
|
|
|
|
36,080
|
|
|
|
165,559
|
|
RESEARCH AND DEVELOPMENT COSTSnet
|
|
|
50,011
|
|
|
|
55,860
|
|
|
|
16,784
|
|
|
|
17,108
|
|
|
|
76,602
|
|
SELLING, GENERAL AND ADMINISTRATIVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
47,518
|
|
|
|
53,795
|
|
|
|
16,008
|
|
|
|
17,855
|
|
|
|
73,346
|
|
AMORTIZATION OF OTHER INTANGIBLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
15,135
|
|
|
|
3,046
|
|
|
|
5,053
|
|
|
|
939
|
|
|
|
8,099
|
|
IN-PROCESS RESEARCH AND DEVELOPMENT CHARGES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,537
|
|
RESTRUCTURING CHARGES
|
|
|
|
|
|
|
3,676
|
|
|
|
|
|
|
|
3,676
|
|
|
|
8,800
|
|
IMPAIRMENT (ADJUSTMENT OF IMPAIRMENT) OF GOODWILL
|
|
|
(2,280
|
)
|
|
|
22,584
|
|
|
|
|
|
|
|
22,584
|
|
|
|
110,403
|
|
IMPAIRMENT OF OTHER INTANGIBLE ASSETS
|
|
|
|
|
|
|
21,260
|
|
|
|
|
|
|
|
21,260
|
|
|
|
21,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(6,230
|
)
|
|
|
(39,991
|
)
|
|
|
(4,474
|
)
|
|
|
(47,342
|
)
|
|
|
(139,488
|
)
|
FINANCIAL INCOME (EXPENSES)net
|
|
|
(10,459
|
)
|
|
|
1,436
|
|
|
|
(1,631
|
)
|
|
|
(1,489
|
)
|
|
|
(1,324
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES ON INCOME
|
|
|
(16,689
|
)
|
|
|
(38,555
|
)
|
|
|
(6,105
|
)
|
|
|
(48,831
|
)
|
|
|
(140,812
|
)
|
INCOME TAX BENEFIT
|
|
|
(2,228
|
)
|
|
|
(4,587
|
)
|
|
|
(682
|
)
|
|
|
(5,831
|
)
|
|
|
(5,739
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(14,461
|
)
|
|
|
(33,968
|
)
|
|
|
(5,423
|
)
|
|
|
(43,000
|
)
|
|
|
(135,073
|
)
|
LESS: NET INCOME ATTRIBUTABLE TO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE NON-CONTROLLING INTEREST
|
|
|
113
|
|
|
|
157
|
|
|
|
80
|
|
|
|
119
|
|
|
|
232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO ORBOTECH LTD.
|
|
|
(14,574
|
)
|
|
|
(34,125
|
)
|
|
|
(5,503
|
)
|
|
|
(43,119
|
)
|
|
|
(135,305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ATTRIBUTABLE TO ORBOTECH LTD.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORDINARY SHARES PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
$
|
(0.42
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(4.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED
|
|
$
|
(0.42
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(4.04
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF EARNINGS PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
|
34,548
|
|
|
|
33,402
|
|
|
|
34,660
|
|
|
|
33,427
|
|
|
|
33,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED
|
|
|
34,548
|
|
|
|
33,402
|
|
|
|
34,660
|
|
|
|
33,427
|
|
|
|
33,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORBOTECH LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
FOR THE
NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 months ended
September 30
|
|
|
3 months ended
September 30
|
|
|
12 months
ended
December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2008
|
|
|
|
U.S. dollars in thousands
(except per share data)
|
|
Non-GAAP Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net loss attributable to Orbotech Ltd. on GAAP basis
|
|
|
(14,574
|
)
|
|
|
(34,125
|
)
|
|
|
(5,503
|
)
|
|
|
(43,119
|
)
|
|
|
(135,305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial income (expenses)
|
|
|
(10,459
|
)
|
|
|
1,436
|
|
|
|
(1,631
|
)
|
|
|
(1,489
|
)
|
|
|
(1,324
|
)
|
Income tax benefit
|
|
|
2,228
|
|
|
|
4,587
|
|
|
|
682
|
|
|
|
5,831
|
|
|
|
5,739
|
|
Net profit attributable to the non-controlling interest
|
|
|
(113
|
)
|
|
|
(157
|
)
|
|
|
(80
|
)
|
|
|
(119
|
)
|
|
|
(232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,344
|
)
|
|
|
5,866
|
|
|
|
(1,029
|
)
|
|
|
4,223
|
|
|
|
4,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating loss on GAAP basis
|
|
|
(6,230
|
)
|
|
|
(39,991
|
)
|
|
|
(4,474
|
)
|
|
|
(47,342
|
)
|
|
|
(139,488
|
)
|
Equity based compensation expenses
|
|
|
4,984
|
|
|
|
3,796
|
|
|
|
1,592
|
|
|
|
1,441
|
|
|
|
5,275
|
|
Amortization of intangibles assets
|
|
|
15,135
|
|
|
|
3,046
|
|
|
|
5,053
|
|
|
|
939
|
|
|
|
8,099
|
|
In-process research and development charges
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,537
|
|
Restructuring charges
(2)
|
|
|
|
|
|
|
3,676
|
|
|
|
|
|
|
|
3,676
|
|
|
|
8,800
|
|
Impairment of goodwill
(3)
|
|
|
|
|
|
|
22,584
|
|
|
|
|
|
|
|
22,584
|
|
|
|
110,403
|
|
Impairment of other intangible assets
(4)
|
|
|
|
|
|
|
21,260
|
|
|
|
|
|
|
|
21,260
|
|
|
|
21,260
|
|
Adjustment of impairment of goodwill
(5)
|
|
|
(3,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating income
|
|
|
10,589
|
|
|
|
14,371
|
|
|
|
2,171
|
|
|
|
2,558
|
|
|
|
20,886
|
|
|
|
|
|
|
|
Non-operating income (expenses)
|
|
|
(8,344
|
)
|
|
|
5,866
|
|
|
|
(1,029
|
)
|
|
|
4,223
|
|
|
|
4,183
|
|
Income tax effect of non-GAAP adjustment
(6)
|
|
|
|
|
|
|
(6,011
|
)
|
|
|
|
|
|
|
(6,011
|
)
|
|
|
(6,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income
|
|
|
2,245
|
|
|
|
14,226
|
|
|
|
1,142
|
|
|
|
770
|
|
|
|
19,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per diluted Share
|
|
$
|
0.06
|
|
|
$
|
0.43
|
|
|
$
|
0.03
|
|
|
$
|
0.02
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in diluted shares calculation
|
|
|
34,710
|
|
|
|
33,402
|
|
|
|
35,537
|
|
|
|
33,427
|
|
|
|
34,743
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In-process research and development charges in 2008 were associated with the Photon Dynamics, Inc. (PDI) acquisition. For more information
about the PDI acquisition, see the Companys 2008 Annual Report on Form 20-F filed with the SEC.
|
(2)
|
The restructuring charges of $8.8 million in 2008 and the $3.7 million in the 3 month period ended September 30, 2008, relate to reductions in the
Companys workforce and rationalizations of certain of its research and development, manufacturing and operating activities, in order to realign the Companys infrastructure.
|
(3)
|
The impairment charge of $110.4 million in 2008 is comprised of: a write-off of $87.9 million recorded in December 2008 of goodwill associated with the
Companys FPD business; a write-down of $17.1 million recorded in September 2008 of the goodwill associated with Orbotech Medical Denmark A/S (OMD); and a write-off of $5.4 million recorded in September 2008 of goodwill associated
with the Companys assembled PCB business.
|
(4)
|
The impairment charge of $21.3 million in 2008 was related to a write-down of the intellectual property of OMD. For more information about OMD and the
related impairment, see the Companys 2008 Annual Report on Form 20-F filed with the SEC.
|
(5)
|
The adjustment of impairment of goodwill of $3.3 million recorded in June 2009 represents additional consideration from the sale of Salvador Imaging
which was owned by PDI at the time of the PDI acquisition in 2008.
|
(6)
|
The income tax effect in 2008 was related to the impairment associated with OMD that occurred in the third quarter of 2008. The adjustments in 2009 do
not have a related income tax effect.
|
Non-GAAP net income and non-GAAP earnings per share detailed in the Reconciliation exclude
charges or income, 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; (iii) restructuring and asset
impairments; (iv) a gain representing additional consideration from the sale of Salvador Imaging, Inc. which was owned by PDI at the time of PDI acquisition in 2008; and/or (v) tax credits relating to the above items, in each case as
described in more detail in the Reconciliation. Management uses non-GAAP net income and non-GAAP earnings per share to evaluate the Companys 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 Companys business from the
same perspective as the Companys management and facilitate comparisons with results for prior periods. The presentation of this additional non-GAAP information should not be considered in isolation or as a substitute for net income (loss) or
earnings (loss) per share prepared in accordance with GAAP, and should be read only in conjunction with the Companys consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to
comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures please see the Reconciliation.
To supplement the Companys financial results presented on a GAAP basis, the Company uses the non-GAAP measures indicated in the
Reconciliation, which exclude equity based compensation expenses, amortization of intangible assets, in-process research and development charges and impairment and restructuring charges, 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. However, the non-GAAP measures presented are subject to limitations as an analytical tool because they do not include
certain recurring items as described below and because they do not reflect certain cash expenditures that are required to operate the Companys business, such as interest expense and taxes. Accordingly, these non-GAAP financial measures are not
meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Companys consolidated financial statements prepared in accordance with GAAP. Management regularly utilizes
supplemental non-GAAP financial measures internally to understand, manage and evaluate the Companys business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting
future periods. Non-GAAP financial measures reflect adjustments based on the following items, as well as the related income tax effects.
The effect of equity-based compensation expenses has been excluded from the non-GAAP net income measure. 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 effect of amortization of
intangible assets, in-process research and development charges and impairment charges have also been excluded from the non-GAAP net income measure. These items are inconsistent in amount and frequency and are significantly affected by the timing and
size of acquisitions. These items were significantly higher in the fourth quarter of 2008 and first, second and third quarters of 2009 primarily as a result of the Companys acquisitions, including the PDI acquisition in October 2008. 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. Although these expenses are not recurring with respect to past
acquisitions, these types of expenses will generally be incurred in connection with any future acquisitions. Restructuring expenses relate to realignment initiatives announced in 2008. For more information about these items, see the Companys
Annual Report on Form 20-F filed with the SEC for the year ended December 31, 2008.
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/ Erez Simha
|
|
|
Erez Simha
|
|
|
Corporate Vice President and
Chief Financial Officer
|
Date: November 3, 2009
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
過去 株価チャート
から 6 2024 まで 7 2024
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
過去 株価チャート
から 7 2023 まで 7 2024