ORBK Orbotech Ltd. - Ordinary Shares

ORBOTECH LTD. (NASDAQ/GSM SYMBOL: ORBK) today announced its consolidated financial results for the third quarter and nine months ended September 30, 2012.

Revenues for the third quarter of 2012 totaled $98.9 million, compared to $101.3 million in the second quarter of 2012 and $144.4 million recorded in the third quarter of 2011. GAAP net loss for the third quarter of 2012 was $45.7 million, or $1.05 per share, compared to GAAP net loss of $0.8 million, or $0.02 per share in the second quarter of 2012 and GAAP net income of $14.7 million, or $0.34 per share (diluted), in the third quarter of 2011.

GAAP net loss for the third quarter of 2012 reflects: (a) a non-cash impairment charge of $30.0 million, or $0.69 per share, relating to intangible assets allocated to the Company’s flat panel display (“FPD”) business, following the assessment and testing of the value of those assets in light of the changed FPD industry and business conditions; (b) a write-down of inventories and a provision for open commitments in the amount of $14.3 million, or $0.33 per share, relating primarily to components for the Company’s FPD products, which takes into consideration the Company’s current inventory levels and its assessment as to anticipated future demand for its FPD products; and (c) $1.7 million of costs in connection with the ongoing Korean litigation, which are recorded in general and administrative expenses.

Revenues for the first nine months of 2012 totaled $300.4 million, compared to $432.0 million recorded in the first nine months of 2011. GAAP net loss for the first nine months of 2012 was $44.8 million, or $1.03 per share, compared to GAAP net income of $44.8 million, or $1.13 per share (diluted), in the first nine months of 2011.

Non-GAAP net loss for the third quarter of 2012 was $12.3 million, or $0.28 per share, compared to non-GAAP net income of $18.6 million, or $0.42 per share (diluted), in the third quarter of 2011. Non-GAAP net loss for the first nine months of 2012 was $1.7 million, or $0.04 per share, compared to non-GAAP net income of $55.7 million, or $1.40 per share (diluted), in the first nine months of 2011. 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.

In the Company’s Production Solutions for Electronics Industry segment, sales of equipment to the printed circuit board (“PCB”) industry were $42.0 million in the third quarter of 2012, compared to $48.6 million in the second quarter of 2012 and $56.6 million in the third quarter of 2011; and sales of equipment to the FPD industry were $15.3 million in the third quarter of 2012, compared to $12.3 million in the second quarter of 2012 and $49.6 million in the third quarter of 2011. In the Company’s Recognition Software segment, sales were $2.0 million in the third quarter of 2012, compared to $1.7 million in the second quarter of 2012 and $1.8 million in the third quarter of 2011. In addition, service revenue for the third quarter of 2012 reached a quarterly record $39.6 million, compared to $38.7 million in the second quarter of 2012 and $36.4 million in the third quarter of 2011.

The Company completed the quarter with cash, cash equivalents, short-term bank deposits and marketable securities of $276.2 million and debt of $72 million, compared with cash, cash equivalents, short-term bank deposits and marketable securities of $279.1 million and debt of $80 million at the end of the second quarter of 2012. The Company generated cash of $7.9 million from continuing operations in the third quarter of 2012.

As previously announced, the Company is adopting certain measures designed to realign its infrastructure with current revenue levels and business conditions. These include a reduction in the Company’s worldwide workforce in the fourth quarter of 2012, consolidation of certain Company facilities and other cost-cutting measures, that will result in a restructuring charge of approximately $4.0 million, which will be recorded in the fourth quarter of 2012. The Company expects these measures to result in a reduction of approximately $10 - 12 million of annual operating expenses during 2013. Orbotech is continuing to invest in research and development programs to foster future growth, improve its technological leadership and enhance its worldwide customer service and support infrastructure.

As previously reported, the Company’s Korean subsidiary and six local employees have been indicted in Korea, and the investigation into the actions of employees of the Company and its subsidiaries outside Korea is ongoing. On October 26, 2012, the Korean court released on bail the three Korean employees who had previously been arrested. These legal proceedings are ongoing and the Company’s Korean subsidiary continues to co-operate with the Korean authorities in this matter.

The Company is also separately announcing today that, pursuant to approval granted by its Board of Directors, it proposes to allocate $30 million to undertake the purchase of its Ordinary Shares. Such purchases will be subject, among other things, to the share price and market conditions and will be made in accordance with all applicable laws and regulations.

Commenting on the quarter, Rani Cohen, President and Chief Executive Officer, said: “The lower than expected revenue levels recorded for the third, and anticipated for the fourth, quarters of 2012 reflect the challenging business environment and associated high degree of uncertainty currently prevailing in our industries and throughout the global economy. These factors have impacted commercial and consumer spending, causing a number of PCB manufacturers to defer capital expenditure decisions. At the same time, while FPD manufacturers are beginning to experience higher utilization rates, which we believe will in the future translate into new orders for the Company, they remain very cautious at this time about placing new orders. We expect this overall business environment to continue through the first half of 2013, and are therefore taking action to realign our worldwide organization and workforce, while still investing in key product development capabilities. This will enhance our ability to maintain - and even improve - our leadership position within the industries that we serve and will allow us to capitalize on opportunities arising once business conditions begin to improve.”

An earnings conference call for the Company’s third quarter 2012 results is scheduled for Monday, November 5, 2012, at 9:00 a.m. EST. The dial-in number for the conference call is 773-756-4789, and a replay will be available on telephone number 203-369-3180 until November 19, 2012. 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 Company’s website at www.orbotech.com.

About Orbotech Ltd.

Orbotech Ltd. (NASDAQ/GSM: ORBK) has been at the cutting edge of the electronics industry supply chain, as an innovator of enabling technologies used in the manufacture of the world’s most sophisticated consumer and industrial products, for over 30 years. The Company is a leading provider of yield-enhancing and production solutions, primarily for manufacturers of printed circuit boards, flat panel displays and other electronic components; and today, virtually every electronic device is produced using Orbotech technology. The Company also applies its core expertise and resources in other advanced technology areas, including character recognition for check and forms processing and solar photovoltaic manufacturing. Headquartered in Israel and operating from multiple locations internationally, Orbotech’s highly talented and inter-disciplinary professionals design, manufacture, sell and service the Company’s end-to-end portfolio of solutions for the benefit of customers the world over. For more information please see the Company’s filings with the U.S. Securities and Exchange Commission at www.sec.gov. and visit the Company’s corporate website at 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 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 its 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, the timing, terms and success of any strategic transaction, the outcome and impact of the pending criminal matter and ongoing investigation in Korea, including any 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, cyclicality in the industries in which the Company operates, the Company’s production capacity, timing and occurrence of product acceptance, 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 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 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, 2011. 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.

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 and impairment of intangibles; (iii) discontinued operations; (iv) restructuring charges; and/or (v) share in losses of associated company. Management uses these 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. 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. The reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures are set forth below. For a detailed explanation of the adjustments made to comparable GAAP measures, please see the Reconciliation.

To supplement the Company’s 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, share in losses/profits of associated companies 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 exclude recurring items (such as equity compensation and amortization of intangible assets) as described below and because they do not reflect certain cash expenditures that are required to operate the Company’s 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 Company’s consolidated financial statements prepared in accordance with GAAP. Management regularly utilizes supplemental non-GAAP financial measures internally to understand, manage and evaluate the Company’s 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 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. For more information about these items, see the Reconciliation and the Company’s Annual Report on Form 20-F filed with the SEC for the year ended December 31, 2011.

  ORBOTECH LTD. CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2012     September 30 December 31

2012

2011

U.S. dollars in thousands

A s s e t s

 

CURRENT ASSETS:

Cash and cash equivalents 231,617 151,237 Short-term bank deposits 29,708 145,292 Marketable securities 3,810 Accounts receivable: Trade 179,434 196,232 Other 28,098 26,163 Deferred income taxes 7,600 6,580 Inventories 97,936 105,109     T o t a l current assets 578,203   630,613    

INVESTMENTS AND NON-CURRENT ASSETS:

Marketable securities 11,106 Funds in respect of employee rights upon retirement 11,758 11,846 Deferred income taxes 11,598 8,999 Other long-term investments 2,221   2,426   36,683   23,271    

PROPERTY, PLANT AND EQUIPMENT, net

25,729   26,664    

GOODWILL

12,444   12,444    

OTHER INTANGIBLE ASSETS, net

15,595   54,491       668,654   747,483      

Liabilities and equity

 

CURRENT LIABILITIES:

Current maturities of long-term bank loan 32,000 32,000 Accounts payable and accruals: Trade 34,733 32,357 Other 47,654 57,590 Deferred income 19,367 25,910     T o t a l current liabilities 133,754 147,857  

LONG-TERM LIABILITIES:

Long-term bank loan 40,000 64,000 Liability for employee rights upon retirement 27,240 26,797 Deferred income taxes 1,708 1,759 Other tax liabilities 17,216   16,938   T o t a l long-term liabilities 86,164 109,494     T o t a l liabilities 219,918   257,351    

EQUITY:

Share capital 2,101 2,092 Additional paid-in capital 274,071 270,966 Retained earnings 229,303 274,148 Accumulated other comprehensive income (loss) (112 ) (1,460 ) 505,363 545,746 Less treasury shares, at cost (57,192 ) (57,192 ) T o t a l Orbotech Ltd. shareholders' equity 448,171 488,554 Non-controlling interest 565   1,578   T o t a l equity 448,736   490,132       668,654   747,483       ORBOTECH LTD. CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2012           12 months

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September 30

September 30

December 31

2012

 

2011

2012

 

2011

2011

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

REVENUES

300,430 431,980 98,876 144,364 565,313  

COST OF REVENUES

174,246 251,405 59,568 83,675 329,442  

WRITE-DOWN OF INVENTORIES

14,255 14,255 6,743          

GROSS PROFIT

111,929 180,575 25,053 60,689 229,128  

RESEARCH AND DEVELOPMENT COSTS - net

54,062 62,582 17,938 21,332 84,180

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

57,160 53,689 19,203 17,993 72,583  

AMORTIZATION OF INTANGIBLE ASSETS

8,916 9,213 2,852 3,071 12,304  

RESTRUCTURING CHARGES

1,918  

IMPAIRMENT OF INTANGIBLE ASSETS

29,980 29,980          

OPERATING INCOME (LOSS)

(40,107 ) 55,091 (44,920 ) 18,293 60,061  

FINANCIAL EXPENSES - net

5,247 5,706 1,808 1,810 6,551          

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES ON INCOME

(45,354 ) 49,385 (46,728 ) 16,483 53,510  

TAXES ON INCOME (TAX BENEFIT)

222 5,822 (742 ) 1,703 7,677           (45,576 ) 43,563 (45,986 ) 14,780 45,833  

SHARE IN LOSSES OF ASSOCIATED COMPANY

115 109 50 49 179          

NET INCOME (LOSS) FROM CONTINUING OPERATIONS

(45,691 ) 43,454 (46,036 ) 14,731 45,654  

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

1,363 1,363          

NET INCOME (LOSS)

(45,691 ) 44,817 (46,036 ) 14,731 47,017  

NET INCOME (LOSS) ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST

(846 ) 25 (342 ) 25 (322 )          

NET INCOME (LOSS) ATTRIBUTABLE TO ORBOTECH LTD.

(44,845 ) 44,792 (45,694 ) 14,706 47,339    

AMOUNTS ATTRIBUTABLE TO ORBOTECH LTD.:

INCOME (LOSS) FROM CONTINUING OPERATIONS

(44,845 ) 43,429 (45,694 ) 14,706 45,976  

INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

1,363 1,363          

NET INCOME (LOSS) ATTRIBUTABLE TO ORBOTECH LTD.

(44,845 ) 44,792 (45,694 ) 14,706 47,339      

EARNINGS PER SHARE:

INCOME (LOSS) FROM CONTINUING OPERATIONS:

BASIC

($1.03 ) $1.12 ($1.05 ) $0.34 $1.15    

DILUTED

($1.03 ) $1.09 ($1.05 ) $0.34 $1.13    

NET INCOME (LOSS) ATTRIBUTABLE TO ORBOTECH LTD.:

BASIC

($1.03 ) $1.15 ($1.05 ) $0.34 $1.19    

DILUTED

($1.03 ) $1.13 ($1.05 ) $0.34 $1.16  

 

 

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

BASIC

43,482   38,785 43,537   43,177 39,909    

DILUTED

43,482   39,759 43,537   43,872 40,816       ORBOTECH LTD. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2012           12 months

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September 30

September 30

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2011

2012

2011

2011

U.S. dollars in thousands

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss) (45,691 ) 44,817 (46,036 ) 14,731 47,017

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

Income from discontinued operations (1,363 ) (1,363 ) Depreciation and amortization 14,724 15,073 4,791 5,095 19,958 Impairment of Intangible assets 29,980 29,980

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

2,286 2,915 480 778 3,728 Increase (decrease) in liability for employee rights upon retirement 720 (54 ) 626 (516 ) (704 ) Non-cash expenses in respect of restructuring 601 Deferred income taxes (3,670 ) 2,335 (2,471 ) 1,038 2,584 Loss from sales and write down of marketable securities 395 395 Others 1,142 1,069 847 1,023 1,224 Decrease (increase) in accounts receivable: Trade 16,798 (43,485 ) 2,889 (12,703 ) (42,714 ) Other (1,860 ) 1,121 (462 ) 1,524 2,698 Increase (decrease) in accounts payable and accruals: Trade 2,376 13,271 5,008 (12,841 ) 5,822 Deferred income and other (15,161 ) 5,753 739 3,508 6,105 Decrease (increase) in inventories 7,574   (8,116 ) 11,504   1,805   6,870   Net cash provided by operating activities - continuing operations 9,819 33,731 7,895 3,442 51,620 Net cash used in operating activities - discontinued operations   (740 )   0   (787 ) Net cash provided by operating activities 9,819   32,991   7,895   3,442   50,833    

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property, plant and equipment (6,561 ) (5,188 ) (3,102 ) (2,803 ) (7,554 ) Withdraw (placement) of bank deposits 115,584 (127,300 ) 50,010 (67,300 ) (142,325 ) Realization (purchase) of marketable securities (14,935 ) 1,967 1,967 Other investment (2,310 ) (810 ) (2,810 ) Proceeds from disposal of property, plant and equipment 35 35

Decrease (increase) in funds in respect of employee rights upon retirement

(189 ) (13 ) 41   200   331   Net cash provided by (used in) investing activities - continuing operations 93,899 (132,809 ) 46,949 (70,713 ) (150,356 ) Net cash provided by investing activities - discontinued operations   9,155       9,155   Net cash provided by (used in) investing activities 93,899   (123,654 ) 46,949   (70,713 ) (141,201 )  

CASH FLOWS FROM FINANCING ACTIVITIES:

  Repayment of long-term bank loan (24,000 ) (24,000 ) (8,000 ) (8,000 ) (32,000 ) Employee stock options exercised 662 1,649 51 219 2,063 Proceeds from issuance of shares, net   90,683       90,683   Net cash provided by (used in) financing activities (23,338 ) 68,332   (7,949 ) (7,781 ) 60,746             NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 80,380 (22,331 ) 46,895 (75,052 ) (29,622 )   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 151,237 180,859 184,722 233,580 180,859           CASH AND CASH EQUIVALENTS AT END OF PERIOD

231,617

  158,528 231,617   158,528   151,237       ORBOTECH LTD. RECONCILIATION OF GAAP TO NON-GAAP RESULTS FROM CONTINUING OPERATIONS FOR THE NINE AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2012             12 months

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3 months ended

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September 30

September 30

December 31

2012

2011

2012

2011

2011

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

Reported operating income (loss) on GAAP basis

(40,107 ) 55,091   (44,920 ) 18,293 60,061     Equity based compensation expenses 2,230 2,915 480 778 3,728 Restructuring charges 1,918 Impairment of Intangible assets 29,980 29,980 Amortization of intangible assets 8,916   9,213   2,852   3,071 12,304   Non-GAAP operating income 2,937   67,219   (11,608 ) 22,142 76,093    

Reported net income (loss) attributable to Orbotech Ltd. on GAAP basis

(44,845 ) 44,792   (45,694 ) 14,706 47,339     Equity based compensation expenses 2,230 2,915 480 778 3,728 Amortization of intangible assets 8,916 9,213 2,852 3,071 12,304 Income from discontinued operations (1,363 ) (1,363 ) Restructuring charges 1,918 Impairment of Intangible assets 29,980 29,980 Share in losses of associated company 115 109 50 49 179          

Non-GAAP net income (loss) from continuing operations

(1,686 ) 55,666   (12,332 ) 18,604 62,187     Non-GAAP earnings per diluted share ($0.04 ) $1.40   ($0.28 ) $0.42 $1.52     Shares used in earnings per diluted share calculation-in thousands 43,482   39,759   43,537   43,872 40,816