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
February 2010
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):
Attached hereto and incorporated by reference herein are the following documents:
1.
|
Press release issued by the Registrant on, and dated, February 22, 2010, and entitled Orbotech Announces Fourth Quarter and Full Year Results for 2009.
|
2.
|
Registrants Condensed Consolidated Balance Sheet at December 31, 2009.
|
3.
|
Registrants Condensed Consolidated Statements of Income for the Twelve Month and Three Month Periods ended December 31, 2009.
|
4.
|
Registrants Reconciliation of GAAP to non-GAAP Results for the Twelve Month and Three Month Periods ended December 31, 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 FOURTH QUARTER AND FULL YEAR RESULTS FOR 2009
YAVNE, ISRAEL February 22, 2010 ORBOTECH LTD. (NASDAQ/GSM SYMBOL: ORBK) today announced its consolidated financial results for the fourth quarter and full year ended December 31,
2009.
Revenues for the fourth quarter of 2009 totaled $99.4 million, compared to $92.3 million recorded in the third quarter
of 2009 and $129.2 million in the fourth quarter a year ago. GAAP (U. S. generally accepted accounting principles) net loss for the fourth quarter of 2009 was $5.4 million, or $0.15 per share, compared to GAAP net loss of $5.5 million, or $0.16 per
share for the third quarter of 2009 and GAAP net loss of $101.2 million, or $2.98 per share, in the fourth quarter of 2008.
Revenues for the year ended December 31, 2009 totaled $377.6 million, compared to the $429.5 million recorded in 2008. GAAP net loss for the year ended December 31, 2009 was $19.9 million, or $0.58 per share, compared to GAAP net
loss of $135.3 million, or $4.04 per share, for the year ended December 31, 2008.
Non-GAAP net income for the fourth
quarter of 2009 was $1.2 million, or $0.03 per share (diluted), compared to non-GAAP net income of $4.8 million, or $0.14 per share (diluted), in the fourth quarter of 2008. Non-GAAP net income for the year ended December 31, 2009 was $3.4
million, or $0.10 per share (diluted), compared to non-GAAP net income of $19.1 million, or $0.55 per share (diluted), for the year ended December 31, 2008.
The Companys GAAP results for the fourth quarter of 2008 included:
(a) an
impairment charge of $87.8 million related to goodwill associated with the Companys flat panel display (FPD) business, which was triggered primarily by the decrease in the Companys market capitalization and was recorded in
compliance with applicable accounting guidelines;
(b) $5.1 million in amortization of intangible assets arising principally
from the acquisition of Photon Dynamics, Inc. (PDI); and a write-off of $6.5 million relating to in-process research and development in connection with that transaction;
(c) a charge of $5.1 million in connection with the scaling down of the Companys assembled printed circuit board (PCB)
operations, including the write-down of $3.3 million of raw material inventories relating to this business; and
(d) a
restructuring charge of $3.4 million relating to the second phase of the Companys previously announced 2008 cost reduction program.
The foregoing and other items are explained in the detailed description of the non-GAAP adjustments in the accompanying reconciliation of GAAP to non-GAAP results (the Reconciliation).
Commenting on the results, Rani Cohen, President and Chief Executive Officer, said: We
are pleased with our performance during the year. Although 2009 was extremely challenging, we nevertheless took steps to build upon our strong technological position by maintaining our program of investment in research and development and customer
support. At the same time, we were able to generate operating cash flow of approximately $55 million and to realign our operating infrastructure with a view to leveraging our results as business conditions improve. Entering 2010, we believe that our
strong portfolio of products and enabling technologies, as well as our continued development of new and additional products and solutions, will make it possible for our customers to meet the vital challenge of achieving significant increases in
their productivity. We remain positive as to the short and long-term demand for our products.
Sales of equipment to the
printed circuit board (PCB) industry in the fourth quarter of 2009 were $26.0 million, compared to $20.3 million in the third quarter of 2009 and $17.3 million in the fourth quarter of 2008. Sales of equipment to the FPD industry in the
fourth quarter of 2009 were $40.5 million compared to $37.6 million in the third quarter of 2009 and $76.4 million in the fourth quarter of 2008. Sales of character recognition products were $2.0 million in the fourth quarter of 2009, compared to
$2.4 million in the third quarter of 2009, and $3.0 million recorded in the fourth quarter of 2008. Sales of medical imaging equipment were $2.1 million in the fourth quarter of 2009, compared to $4.1 million in the third quarter of 2009, and $3.7
million in the fourth quarter of 2008. In addition, service revenue for the fourth quarter of 2009 was $28.8 million, compared to $27.9 million in the third quarter of 2009, and $28.8 million in the fourth quarter of 2008. The impact of currency
rates in the fourth quarter of 2009 was similar to that in the previous quarters of 2009.
The Company completed the quarter
and the year with cash, cash equivalents and marketable securities of approximately $177.2 million, compared with approximately $170.2 million at the end of the third quarter of 2009; and $160 million in debt. The Companys portfolio of
marketable securities at year end included approximately $9.8 million of auction-rate securities primarily tied to student loans.
During the fourth quarter of 2009, the Companys PCB manufacturing customers continued to report high plant utilization rates driven mainly by new product introductions incorporating advanced functionalities and technologies. This, in
turn, led to increased demand for the Companys PCB equipment, in particular its highly sophisticated Direct Imaging systems which, given the improved industry fundamentals, are expected to experience continued strong demand into 2010.
In the fourth quarter of 2009, the Company signed a significant frame agreement with a leading PCB manufacturing customer for
the sale of twenty-five Orbotech Paragon Laser Direct Imaging (LDI) systems and other PCB production equipment to be utilized in the customers printed circuit board and integrated circuit carrier production facilities. Although there are
no minimum purchase requirements under this frame agreement, delivery of most of these systems is expected to be completed by the end of 2010.
In light of the anticipated FPD industry growth driven by higher demand from China and other emerging economies, many LCD manufacturers have begun to solidify their capital expenditure plans for the next
phase of investment. During the fourth quarter of 2009, the Company received a significant order for its new Generation 8 FPD equipment, most of which is expected to be delivered in the first half of 2010. These revenues are expected to be recorded
during the second or third quarters of 2010. Additional investments in FPD fabrication plants are expected to begin in the latter part of 2010 and continue into 2011.
An earnings conference call is scheduled for Monday, February 22, 2010, at 9:00 a.m.
EST. The dial-in number for the conference call is 210-795-2680, and a replay will be available at 203-369-1451 until March 8, 2010. The pass code is Q4. A live web cast of the conference call 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 (CAM) and engineering 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.
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|
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COMPANY CONTACTS:
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|
|
Adrian Auman
|
|
Michelle Harnish
|
Corporate Vice President Investor Relations
|
|
Marketing Communications Manager
|
and Special Projects
|
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Orbotech, Inc.
|
Orbotech Ltd.
|
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+1-978-901-5120
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+972-8-942-3560
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|
|
ORBOTECH LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
AT DECEMBER
31, 2009
|
|
|
|
|
|
|
|
|
December 31
2009
|
|
|
December 31
2008
|
|
|
|
U. S. dollars in thousands
|
|
Assets
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
167,233
|
|
|
105,127
|
|
Marketable securities
|
|
|
|
|
320
|
|
Accounts receivable:
|
|
|
|
|
|
|
Trade
|
|
149,817
|
|
|
180,701
|
|
Other
|
|
27,661
|
|
|
27,106
|
|
Deferred income taxes
|
|
4,384
|
|
|
5,222
|
|
Inventories
|
|
101,599
|
|
|
122,152
|
|
|
|
|
|
|
|
|
Total current assets
|
|
450,694
|
|
|
440,628
|
|
|
|
|
|
|
|
|
INVESTMENTS AND NON-CURRENT ASSETS:
|
|
|
|
|
|
|
Marketable securities
|
|
9,969
|
|
|
19,241
|
|
Funds in respect of employee rights upon retirement
|
|
11,285
|
|
|
12,521
|
|
Deferred income taxes
|
|
10,164
|
|
|
8,795
|
|
Other
|
|
29
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
31,447
|
|
|
40,586
|
|
|
|
|
|
|
|
|
PROPERTY, PLANT AND EQUIPMENT
, net of
|
|
|
|
|
|
|
accumulated depreciation and amortization
|
|
29,331
|
|
|
39,325
|
|
|
|
|
|
|
|
|
GOODWILL
|
|
12,774
|
|
|
12,747
|
|
|
|
|
|
|
|
|
OTHER INTANGIBLE ASSETS
, net of
|
|
|
|
|
|
|
accumulated amortization
|
|
81,516
|
|
|
101,575
|
|
|
|
|
|
|
|
|
|
|
605,762
|
|
|
634,861
|
|
|
|
|
|
|
|
|
Liabilities and equity
|
|
|
|
|
|
|
CURRENT LIABILITIES
:
|
|
|
|
|
|
|
Short-term bank loan
|
|
|
|
|
160,000
|
|
Current maturities of long-term bank loan
|
|
32,000
|
|
|
|
|
Accounts payable and accruals:
|
|
|
|
|
|
|
Trade
|
|
27,119
|
|
|
36,377
|
|
Other
|
|
51,675
|
|
|
56,428
|
|
Deferred income
|
|
17,336
|
|
|
22,473
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
128,130
|
|
|
275,278
|
|
LONG-TERM LIABILITIES:
|
|
|
|
|
|
|
Long-term bank loan
|
|
128,000
|
|
|
|
|
Liability for employee rights upon retirement
|
|
25,030
|
|
|
27,678
|
|
Deferred income tax
|
|
2,010
|
|
|
2,010
|
|
Other tax liabilities
|
|
10,079
|
|
|
14,198
|
|
Other long-term liability
|
|
|
|
|
2,667
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
165,119
|
|
|
46,553
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
293,249
|
|
|
321,831
|
|
|
|
|
|
|
|
|
EQUITY:
|
|
|
|
|
|
|
Share capital
|
|
1,746
|
|
|
1,727
|
|
Additional paid-in capital
|
|
169,748
|
|
|
161,914
|
|
Retained earnings
|
|
192,664
|
|
|
211,142
|
|
Accumulated other comprehensive income (loss)
|
|
3,817
|
|
|
(6,123
|
)
|
|
|
|
|
|
|
|
|
|
367,975
|
|
|
368,660
|
|
Less treasury stock, at cost
|
|
(57,192
|
)
|
|
(57,192
|
)
|
|
|
|
|
|
|
|
Total Orbotech Ltd. shareholders equity
|
|
310,783
|
|
|
311,468
|
|
Non-controlling interest
|
|
1,730
|
|
|
1,562
|
|
|
|
|
|
|
|
|
Total equity
|
|
312,513
|
|
|
313,030
|
|
|
|
|
|
|
|
|
|
|
605,762
|
|
|
634,861
|
|
|
|
|
|
|
|
|
ORBOTECH LTD.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE
TWELVE MONTH AND THREE MONTH PERIODS ENDED DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 months ended
|
|
|
3 months ended
|
|
|
|
December 31
|
|
|
December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
U.S. dollars in thousands
(except per share data)
|
|
REVENUES
|
|
|
377,600
|
|
|
|
429,546
|
|
|
|
99,375
|
|
|
|
129,213
|
|
COST OF REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
|
|
|
235,608
|
|
|
|
260,639
|
|
|
|
61,537
|
|
|
|
80,536
|
|
WRITE DOWN OF INVENTORIES
|
|
|
|
|
|
|
3,348
|
|
|
|
|
|
|
|
3,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
141,992
|
|
|
|
165,559
|
|
|
|
37,838
|
|
|
|
45,329
|
|
RESEARCH AND DEVELOPMENT COSTS
net
|
|
|
67,872
|
|
|
|
76,602
|
|
|
|
17,861
|
|
|
|
20,742
|
|
SELLING, GENERAL AND ADMINISTRATIVE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
65,193
|
|
|
|
73,346
|
|
|
|
17,675
|
|
|
|
19,551
|
|
AMORTIZATION OF OTHER INTANGIBLE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
20,187
|
|
|
|
8,099
|
|
|
|
5,052
|
|
|
|
5,053
|
|
IN-PROCESS RESEARCH AND DEVELOPMENT CHARGES
|
|
|
|
|
|
|
6,537
|
|
|
|
|
|
|
|
6,537
|
|
RESTRUCTURING CHARGES
|
|
|
|
|
|
|
8,800
|
|
|
|
|
|
|
|
5,124
|
|
IMPAIRMENT (ADJUSTMENT OF IMPAIRMENT) OF GOODWILL
|
|
|
(2,070
|
)
|
|
|
110,403
|
|
|
|
210
|
|
|
|
87,819
|
|
IMPAIRMENT OF OTHER INTANGIBLE ASSETS
|
|
|
|
|
|
|
21,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(9,190
|
)
|
|
|
(139,488
|
)
|
|
|
(2,960
|
)
|
|
|
(99,497
|
)
|
FINANCIAL EXPENSES
net
|
|
|
(10,977
|
)
|
|
|
(1,324
|
)
|
|
|
(518
|
)
|
|
|
(2,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAXES ON INCOME
|
|
|
(20,167
|
)
|
|
|
(140,812
|
)
|
|
|
(3,478
|
)
|
|
|
(102,257
|
)
|
INCOME TAX EXPENSE (BENEFIT)
|
|
|
(411
|
)
|
|
|
(5,739
|
)
|
|
|
1,817
|
|
|
|
(1,152
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(19,756
|
)
|
|
|
(135,073
|
)
|
|
|
(5,295
|
)
|
|
|
(101,105
|
)
|
LESS: NET INCOME ATTRIBUTABLE TO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE NON-CONTROLLING INTEREST
|
|
|
168
|
|
|
|
232
|
|
|
|
55
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO ORBOTECH LTD
.
|
|
|
(19,924
|
)
|
|
|
(135,305
|
)
|
|
|
(5,350
|
)
|
|
|
(101,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS ATTRIBUTABLE TO ORBOTECH LTD
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORDINARY SHAREHOLDERS PER SHARE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED
|
|
$
|
(0.58
|
)
|
|
$
|
(4.04
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(2.98
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF SHARES (IN THOUSANDS) USED IN COMPUTATION OF LOSS PER SHARE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED
|
|
|
34,501
|
|
|
|
33,512
|
|
|
|
34,755
|
|
|
|
33,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ORBOTECH LTD.
RECONCILIATION OF GAAP TO NON-GAAP RESULTS
FOR THE
TWELVE MONTH AND THREE MONTH PERIODS ENDED DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 months ended
December 31
|
|
|
3 months ended
December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
|
U.S. dollars in thousands
(except per share data)
|
|
Reported net loss attributable to Orbotech Ltd. on GAAP basis
|
|
|
(19,924
|
)
|
|
|
(135,305
|
)
|
|
|
(5,350
|
)
|
|
|
(101,180
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses
|
|
|
(10,977
|
)
|
|
|
(1,324
|
)
|
|
|
(518
|
)
|
|
|
(2,760
|
)
|
Income tax benefit (expense)
|
|
|
411
|
|
|
|
5,739
|
|
|
|
(1,817
|
)
|
|
|
1,152
|
|
Net profit attributable to the non-controlling interest
|
|
|
(168
|
)
|
|
|
(232
|
)
|
|
|
(55
|
)
|
|
|
(75
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,734
|
)
|
|
|
4,183
|
|
|
|
(2,390
|
)
|
|
|
(1,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported operating loss on GAAP basis
|
|
|
(9,190
|
)
|
|
|
(139,488
|
)
|
|
|
(2,960
|
)
|
|
|
(99,497
|
)
|
Equity based compensation expenses
|
|
|
6,445
|
|
|
|
5,275
|
|
|
|
1,461
|
|
|
|
1,479
|
|
Amortization of intangibles assets
|
|
|
20,187
|
|
|
|
8,099
|
|
|
|
5,052
|
|
|
|
5,053
|
|
In-process research and development charges
(1)
|
|
|
|
|
|
|
6,537
|
|
|
|
|
|
|
|
6,537
|
|
Restructuring charges
(2)
|
|
|
|
|
|
|
8,800
|
|
|
|
|
|
|
|
5,124
|
|
Impairment of goodwill
(3)
|
|
|
|
|
|
|
110,403
|
|
|
|
|
|
|
|
87,819
|
|
Impairment of other intangible assets
(4)
|
|
|
|
|
|
|
21,260
|
|
|
|
|
|
|
|
|
|
Adjustment of impairment of goodwill
(5)
|
|
|
(3,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating income
|
|
|
14,142
|
|
|
|
20,886
|
|
|
|
3,553
|
|
|
|
6,515
|
|
|
|
|
|
|
Non-operating income (expenses)
|
|
|
(10,734
|
)
|
|
|
4,183
|
|
|
|
(2,390
|
)
|
|
|
(1,683
|
)
|
Income tax effect of non-GAAP adjustment
(6)
|
|
|
|
|
|
|
(6,011
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income
|
|
|
3,408
|
|
|
|
19,058
|
|
|
|
1,163
|
|
|
|
4,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per diluted share
|
|
$
|
0.10
|
|
|
$
|
0.55
|
|
|
$
|
0.03
|
|
|
$
|
0.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in net income per diluted share calculation
|
|
|
35,076
|
|
|
|
34,743
|
|
|
|
35,662
|
|
|
|
33,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $5.1 million in the 3 month period ended December 31, 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 mainly 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 the 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 effects 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 throughout 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. The Company did not undertake any similar restructuring initiatives in 2009,
but its results reflect the benefits of the 2008 initiatives. 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: February 24, 2010
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
過去 株価チャート
から 7 2024 まで 8 2024
Orbotech Ltd. - Ordinary Shares (NASDAQ:ORBK)
過去 株価チャート
から 8 2023 まで 8 2024