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 2007

Commission File Number 000-12790

ORBOTECH LTD.

(Translation of registrant’s name into English)

SANHEDRIN BOULEVARD, NORTH INDUSTRIAL ZONE, YAVNE 81101, ISRAEL

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   x             Form 40-F   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes   ¨             No   x


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

 

1. Press release issued by the Registrant on, and dated, November 5, 2007, and entitled “Orbotech Announces Third Quarter 2007 Results”.

 

2. Registrant’s Condensed Consolidated Balance Sheet at September 30, 2007.

 

3. Registrant’s Condensed Consolidated Statements of Income for the Nine Month and Three Month Periods ended September 30, 2007.

*            *            *            *             *            *

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

 



LOGO

FOR IMMEDIATE RELEASE

ORBOTECH ANNOUNCES THIRD QUARTER 2007 RESULTS

YAVNE, ISRAEL — November 5, 2007 — ORBOTECH LTD. (NASDAQ/NM SYMBOL: ORBK) today announced its consolidated financial results for the third quarter and nine months ended September 30, 2007.

Revenues for the third quarter of 2007 were $82.3 million, compared to $88.6 million recorded in the second quarter of 2007 and $106.9 million in the third quarter a year ago. Net income for the third quarter of 2007 was $0.4 million, or $0.01 per share (diluted), compared to a net loss of $3.4 million, or $0.10 per share (diluted), in the second quarter of 2007, and net income of $16.2 million, or $0.49 per share (diluted), in the third quarter of 2006.

Net income for the third quarter of 2007 reflects: (a) $2.3 million of amortization of intangible assets arising principally from the acquisitions of 3 D - Danish Diagnostic Development A/S (“DDD”) and New System Srl earlier this year (compared to amortization of $0.3 million in the second quarter of this year and $0.1 million in the third quarter of 2006); and (b) $1.4 million of share-based compensation expenses in the third quarter of 2007 without reduction in income taxes (compared to $1.1 million in the second quarter of this year and $1.6 million in the third quarter of 2006).

Revenues for the first nine months of 2007 totaled $257.0 million, compared to $313.2 million recorded during the corresponding period in 2006. Net income for the first nine months of 2007 was $2.6 million, or $0.08 per share (diluted), compared to net income of $45.6 million, or $1.38 per share (diluted), for the corresponding period last year.

Sales of equipment to the printed circuit board (“PCB”) industry relating to bare PCBs were $37.2 million in the third quarter of 2007, compared to $44.3 million in the second quarter of 2007, and $44.0 million in the third quarter of 2006. Sales of flat panel display (“FPD”) inspection equipment were $8.8 million, compared to $11.2 million in the second quarter of 2007, and $30.5 million in the third quarter of last year. Sales of equipment to the PCB industry relating to assembled PCBs were $5.7 million, compared to $7.5 million in the second quarter this year, and $9.3 million in the third quarter of 2006. Sales of automatic check reading products were $2.9 million in the third quarter of 2007, compared to $2.8 million in the second quarter of 2007, and $1.5 million recorded in the third quarter of 2006. Sales of medical imaging equipment for the period from the date of acquisition of DDD (August 6, 2007) to the end of the third quarter were $3.4 million. In addition, service revenue for the third quarter increased to $24.3 million from $22.6 million in the second quarter of 2007, and $21.3 million recorded in the third quarter of 2006.

The Company completed the quarter with cash, cash equivalents and marketable securities of approximately $198 million, compared to approximately $234 million at the end of the second quarter. The Company had a positive operating cash flow for the quarter of approximately $4.4 million. Non-operating disbursements totaled approximately $43.6 million, comprised mainly of $39.5 million paid in connection with the previously-announced acquisition of DDD, a Danish company that develops and manufactures gamma cameras for nuclear medicine, and approximately $2.0 million for the repurchase of 93,630 ordinary shares of the Company pursuant to the Company’s repurchase program.

Revenues from the PCB industry were lower than expected for the quarter, but the Company believes that the overall business environment remains strong. Based on customers’ expansion plans, the Company expects a stronger fourth quarter in this area of its business. Sales of the Company’s Paragon solid state laser direct imaging systems are still expected to reach the goal of 100 systems for fiscal 2007.

The Company believes that the current FPD industry downturn has now reached its low point. Based on FPD manufacturers’ intentions respecting new fabrication facilities to be constructed during 2008 and 2009, the Company expects strong bookings for FPD equipment in the fourth quarter, leading, in turn, to a corresponding rebound in FPD revenues in the second half of 2008.


Commenting on the results, Rani Cohen, Chief Executive Officer, said: “Our financial results for the quarter reflect the challenging environment currently prevailing in the industries we serve, particularly among FPD manufacturers. In light of the anticipated rebound in 2008, we are continuing to invest significantly in the research and development of new products and solutions for both the PCB and FPD industries. As always, we are monitoring our operating expenses very closely in order to maintain and improve our operating margins. During the quarter we completed our acquisition of DDD, which represents an important step in our strategy for diversification into the medical imaging industry.”

An earnings conference call is scheduled for Monday, November 5, 2007, at 9:00 a.m. EST. The dial-in number for the conference call is 210-234-0003, and a replay will be available at 203-369-1273, until November 19, 2007. The pass code is Q3. A live web cast of the conference call can also be heard by accessing the investor relations section on the Company’s website at www.orbotech.com.

About Orbotech Ltd.

Orbotech is a world leader in providing yield-enhancing, production support solutions for specialized applications in the supply chain of the electronics industry, principally for printed circuit boards (PCBs) and flat panel displays (FPDs). The Company designs, develops, manufactures, markets and services automated optical inspection (AOI) systems for bare and assembled PCBs and for FPDs, and imaging solutions for PCB production. The Company’s innovative AOI, imaging and computer-aided manufacturing (CAM) technologies enable customers to achieve the increased yields and throughput essential to remaining at the forefront of electronics production. Through its subsidiary, Orbograph Ltd., the Company also develops and markets automatic check reading software to banks and other financial institutions. In addition, the Company is engaged in the development and manufacture of specialized application products for the nuclear medical imaging industry. Of Orbotech’s employees, more than one quarter are scientists and engineers, who integrate their multi-disciplinary knowledge, talents and skills to develop and provide sophisticated solutions and technologies designed to meet customers’ long-term needs. Orbotech maintains its headquarters and its primary research, development and manufacturing facilities in Israel, and more than 30 offices worldwide. The Company’s extensive network of marketing, sales and customer support teams throughout North America, Europe, the Pacific Rim, China and Japan deliver its knowledge and expertise directly to customers the world over. For more information visit www.orbotech.com.

Except for historical information, the matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties which could cause the actual results to differ materially from those projected, including industry trends, the timing and strength of product and service offerings, changes in business or pricing strategies, changes in the prevailing political and regulatory framework in which the relevant parties operate or in economic or technological trends or conditions, including currency fluctuations, inflation and consumer confidence, on a global, regional or national basis and other risks detailed from time to time in the Company’s SEC reports. The Company assumes no obligation to update the information in this press release.

 

COMPANY CONTACTS:   
Adrian Auman    Michelle Harnish
Corporate Vice President of    Marketing Communications Manager
Finance and Investor Relations    Orbotech, Inc.
Orbotech Ltd.    +1-978-901-5120
+972-8-942-3560   


ORBOTECH LTD.

CONDENSED CONSOLIDATED BALANCE SHEET

AT SEPTEMBER 30, 2007

 

     September 30
2007
    December 31
2006
 
     U. S. dollars in thousands  
Assets     

CURRENT ASSETS:

    

Cash and cash equivalents

   105,048     187,187  

Marketable securities

   56,959     41,373  

Accounts receivable:

    

Trade

   144,421     142,444  

Other

   21,954     21,572  

Deferred income taxes

   4,402     3,369  

Inventories

   78,716     78,349  
            

Total current assets

   411,500     474,294  
            

INVESTMENTS AND NON-CURRENT ASSETS:

    

Marketable securities

   35,579     41,100  

Other long-term Investments

   1,510     7,106  

Non-current trade receivables

   379     738  

Severance pay fund

   13,411     15,617  

Deferred income taxes

   1,640     1,684  
            
   52,519     66,245  
            

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

   26,447     20,124  
            

GOODWILL AND OTHER INTANGIBLE ASSETS, net of accumulated amortization

   64,729     14,350  
            
   555,195     575,013  
            
Liabilities and shareholders’ equity     

CURRENT LIABILITIES:

    

Accounts payable and accruals:

    

Trade

   27,021     33,448  

Deferred income

   15,904     19,967  

Other

   37,045     49,420  
            

Total current liabilities

   79,970     102,835  

ACCRUED SEVERANCE PAY

   28,102     29,762  

DEFERRED TAX LIABILITY

   9,559    
            

Total liabilities

   117,631     132,597  
            

MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY

   1,088     914  
            

SHAREHOLDERS’ EQUITY:

    

Share capital

   1,697     1,680  

Additional paid-in capital

   143,465     132,578  

Retained earnings

   347,581     345,859  

Accumulated other comprehensive income

   925     7  
            
   493,668     480,124  

Less treasury stock, at cost

   (57,192 )   (38,622 )
            

Total shareholders’ equity

   436,476     441,502  
            
   555,195     575,013  
            


ORBOTECH LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTH AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2007

 

     9 months ended
September 30
    3 months ended
September 30
    12 months
ended
December 31
 
     2007     2006     2007     2006     2006  
     U.S. dollars in thousands (except per share data)  

REVENUES

     257,041       313,166       82,320       106,881       416,469  

COST OF REVENUES:

          

COST

     149,492       169,732       48,910       57,084       226,908  

WRITE DOWN OF INVENTORY

     4,821          
                                        

GROSS PROFIT

     102,728       143,434       33,410       49,797       189,561  

RESEARCH AND DEVELOPMENT COSTS - net

     48,469       43,704       16,489       15,209       60,473  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     48,967       51,607       16,257       17,799       68,942  

AMORTIZATION OF OTHER INTANGIBLE ASSETS

     2,781       435       2,291       145       580  

RESTRUCTURING CHARGES

             3,332  
                                        

OPERATING INCOME (LOSS)

     2,511       47,688       (1,627 )     16,644       56,234  

FINANCIAL INCOME - net

     7,481       4,926       2,490       2,144       7,404  

WRITE-DOWN OF LONG-TERM INVESTMENTS

     (5,000 )     (205 )       (205 )     (205 )
                                        

INCOME BEFORE TAXES ON INCOME

     4,992       52,409       863       18,583       63,433  

TAXES ON INCOME

     1,825       6,583       379       2,359       7,893  
                                        

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

     3,167       45,826       484       16,224       55,540  

MINORITY INTEREST IN (PROFITS) LOSSES OF CONSOLIDATED SUBSIDIARY

     (174 )     (53 )     (38 )     23       (255 )

SHARE IN LOSSES OF AN ASSOCIATED COMPANY

     (375 )     (187 )     (27 )     (62 )     (315 )
                                        

NET INCOME

     2,618       45,586       419       16,185       54,970  
                                        

EARNINGS PER SHARE:

          

BASIC

   $ 0.08     $ 1.39     $ 0.01     $ 0.49     $ 1.66  
                                        

DILUTED

   $ 0.08     $ 1.38     $ 0.01     $ 0.49     $ 1.65  
                                        

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

          

BASIC

     33,141       32,842       33,010       33,147       33,105  
                                        

DILUTED

     33,141       33,048       33,010       33,328       33,399  
                                        


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ORBOTECH LTD.
(Registrant)
By:   /s/ Amichai Steimberg
  Amichai Steimberg
  Executive Vice President and Chief Financial Officer

Date: November 7, 2007

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