SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
F O R M 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 2005
ELTEK LTD.
(Name of Registrant)
Sgoola Industrial Zone, Petach Tikva, Israel
(Address of Principal Executive Office)
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]
IF "YES" IS MARKED, INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE
REGISTRANT IN CONNECTION WITH RULE 12G3-2(B): 82-
THIS FORM 6-K IS BEING INCORPORATED BY REFERENCE INTO THE REGISTRANT'S FORM S-8
REGISTRATION STATEMENTS FILE NOS. 333-12012 AND 333-123559.
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.
ELTEK LTD.
(Registrant)
By: /s/ Amnon Shemer
------------------
Amnon Shemer
Chief Financial Officer
Date: November 22, 2005
ELTEK LTD.
Amnon Shemer, CFO
+972-3-9395023
amnons@eltek.co.il
ELTEK REPORTS Q3 2005 FINANCIAL RESULTS
o 4TH CONSECUTIVE QUARTER OF PROFITABILITY, REVENUES OF $8M WITH
EPS OF $0.05 ($ 0.09 Per NIS 1 Par Value of Shares)
o OPERATING INCOME UP 100% SEQUENTIALLY TO $480,000
o COMMENCED DELIVERIES TO NEW MAJOR U.S. CUSTOMERS- EXPECT SHIPMENTS TO
THESE CUSTOMERS TO INCREASE IN UPCOMING QUARTERS
PETACH-TIKVA, Israel, Nov 22, 2005 (BUSINESS WIRE) -- Eltek Ltd., the leading
Israeli manufacturer of advanced circuitry solutions, today announced its
financial results for the third quarter and nine months ended September 30,
2005.
THIRD QUARTER 2005 HIGHLIGHTS:
-- Revenues increased by 12 % year-over-year and by 8% sequentially
-- Fourth consecutive quarter of profitability
-- Quarterly net income of $361,000 or $0.05 per share ($0.09 per NIS 1 par
value of share)
-- Begin investment in new manufacturing equipment to expand high-end
production capacity
Eltek reported revenues for the three months ended September 30, 2005 of NIS
36.6 million ($8.0 million) compared with NIS 32.6 million ($7.1 million) during
the third quarter of 2004, a 12% increase.
Net income for the third quarter totalled NIS 1.7 million ($ 361,000), or NIS
0.42 per NIS 1 par value of shares ($0.05 per share or $0.09 per NIS 1 par value
of share) compared with a net loss of NIS 933,000 ($203,000), or NIS (0.22) per
NIS 1 par value of shares (or $(0.03) per share) for the same quarter in 2004.
Revenues for the nine-month period ended September 30, 2005, were NIS 104.9
million ($22.8 million) compared with revenues of NIS 90.0 million ($19.6
million) for the comparable period in 2004.
Net income for the nine-month period ended September 30, 2005 was NIS 3.0
million ($644,000), or NIS 0.80 per NIS 1 par value of shares ($0.10 per share
or $0.17 per NIS 1 par value of share), compared with a net loss of NIS 7.8
million ($1.7 million) or NIS (1.85) per NIS 1 par value of shares (or $(0.24)
per share) for the same period in 2004.
"We are pleased to report our fourth consecutive quarter of profitability. Our
sustained quarterly momentum continues to be driven by the growing demand for
Eltek's flex - rigid PCBs used for the most demanding applications in many
industries," said Arieh Reichart, President and Chief Executive Officer of
Eltek.
"I am particularly encouraged by our penetration into the U.S. market. During
the third quarter we made initial deliveries to new U.S. customers and we expect
that shipments to these customers will increase in Q4 2005 and into 2006. In
addition, we have succeeded in passing qualifications by other major U.S.
manufacturers. These developments in the strategic U.S. flex-rigid PCB market,
coupled with a prospective sales pipeline including new potential customers,
lead us to expect further improvement in our results in 2006."
Amnon Shemer, CFO of Eltek commented: "During the third quarter we saw continued
improvement in the financial metrics of our business. In the third quarter of
2005 our gross margin improved to 21.0%, from 11.1% in fiscal 2004 and 18.0% in
the second quarter of 2005.Our operating income increased to $480,000 in the
third quarter from $241,000 in the second quarter, and an operating loss of
$120,000 in the third quarter of 2004.
Mr. Shemer continued, "In order to meet increasing demand, we have begun to
invest in new advanced manufacturing equipment to increase our high end
production capacity. These investments are financed by new bank loans,
reflecting their confidence in our business model and cash generation
capabilities. The successful installation and integration of the new equipment
will enable us to establish a strong manufacturing base for continued growth
going forward."
About the Company
Eltek is Israel's leading manufacturers of printed circuit boards, the core
circuitry of most electronic devices. It specializes in the complex high-end of
PCB manufacturing, i.e., HDI, multi-layered and flex-rigid boards. Eltek's
technologically advanced circuitry solutions are used in today's increasingly
sophisticated and compact electronic products. The Company has invested heavily
in upgrading its production facilities over the past five years. For more
information, visit Eltek's World Wide Web site at www.eltekglobal.com.
CERTAIN MATTERS DISCUSSED IN THIS NEWS RELEASE ARE FORWARD-LOOKING STATEMENTS
THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO
STATEMENTS REGARDING EXPECTED RESULTS IN FUTURE QUARTERS, RISKS IN PRODUCT AND
TECHNOLOGY DEVELOPMENT AND RAPID TECHNOLOGICAL CHANGE, PRODUCT DEMAND, THE
IMPACT OF COMPETITIVE PRODUCTS AND PRICING, MARKET ACCEPTANCE, THE SALES CYCLE,
CHANGING ECONOMIC CONDITIONS AND OTHER RISK FACTORS DETAILED IN THE COMPANY'S
FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
ELTEK LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
CONVENIENCE CONVENIENCE
TRANSLATION TRANSLATION
-------- --------
NINE MONTHS ENDED THREE MONTHS ENDED
REPORTED AMOUNTS SEPTEMBER 30, SEPTEMBER 30,
------------------------------------- -------------------------------------
2004 2005 2005 2004 2005 2005
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NIS NIS U.S. $ NIS NIS U.S. $
-------- -------- -------- -------- -------- --------
Revenues 89,985 104,859 22,805 32,569 36,622 7,964
Costs of revenues (81,760)* (84,750) (18,432) (28,780) (28,921) (6,289)
-------- -------- -------- -------- -------- --------
GROSS PROFIT 8,225 20,109 4,373 3,789 7,701 1,675
Research and development, net - (485) (105) - (134) (29)
Selling, general and administrative
Expenses (13,219) (14,417) (3,135) (4,043) (5,212) (1,134)
Amortization of goodwill (441) (447) (97) (147) (147) (32)
-------- -------- -------- -------- -------- --------
OPERATING INCOME (LOSS) (5,435) 4,760 1,036 (401) 2,208 480
Financial expenses, net (2,490) (2,028) (441) (674) (648) (141)
-------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE OTHER INCOME, NET (7,925) 2,732 595 (1,075) 1,560 339
Other income, net 39* 34 7 68 58 13
-------- -------- -------- -------- -------- --------
INCOME (LOSS) BEFORE TAXES ON INCOME (7,886) 2,766 602 (1,007) 1,618 352
Taxes on income - - - - - -
-------- -------- -------- -------- -------- --------
INCOME (LOSS) AFTER TAXES ON INCOME (7,886) 2,766 602 (1,007) 1,618 352
Minority share in subsidiary's net
results 112 194 42 74 42 9
-------- -------- -------- -------- -------- --------
NET INCOME (LOSS) FOR THE PERIOD (7,774) 2,960 644 (933) 1,660 361
======== ======== ======== ======== ======== ========
BASIC AND DILUTED EARNINGS (LOSS) PER
NIS 1 PAR VALUE OF THE SHARE CAPITAL** (1.85) 0.80 0.17 (0.22) 0.42 0.09
======== ======== ======== ======== ======== ========
TOTAL PAR VALUE OF SHARES USED
TO COMPUTE BASIC AND DILUTED
EARNINGS (LOSS) PER NIS 1 PAR
VALUE OF SHARE 4,131 4,197 4,197 4,131 4,197 4,197
======== ======== ======== ======== ======== ========
* Reclassified
** Ordinary shares of a par value of NIS 0.6 each.
ELTEK LTD.
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
CONVENIENCE
TRANSLATION
-------
DECEMBER 31, SEPTEMBER 30,
------- -------
2004 2005 2005
(AUDITED) (UNAUDITED) (UNAUDITED)
REPORTED AMOUNTS NIS NIS U.S. $
------- ------- -------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 4,274 1,749 380
Receivables: Trade 23,835 28,100 6,112
Other 1,158 2,676 582
Inventories 13,633 15,822 3,441
Prepaid expenses 563 1,417 308
------- ------- -------
TOTAL CURRENT ASSETS 43,463 49,764 10,823
------- ------- -------
DEFERRED TAXES 753 708 154
------- ------- -------
PROPERTY AND EQUIPMENT, NET 31,569 30,617 6,659
------- ------- -------
GOODWILL 4,656 3,938 856
------- ------- -------
TOTAL ASSETS 80,441 85,027 18,492
======= ======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES
Short-term credit and current
maturities of long-term debts 19,589 19,460 4,232
Trade payables 23,577 25,263 5,495
Other liabilities and accrued
expenses 11,083 10,672 2,321
------- ------- -------
TOTAL CURRENT LIABILITIES 54,249 55,395 12,048
------- ------- -------
LONG- TERM LIABILITIES
Long term debt, excluding current
maturities 6,687 6,545 1,423
Employee severance benefits 1,048 179 39
------- ------- -------
TOTAL LIABILITIES 61,984 62,119 13,510
------- ------- -------
MINORITY INTERESTS 1,900 1,594 346
------- ------- -------
CONVERTIBLE NOTE 1,566 1,773 386
------- ------- -------
SHAREHOLDER'S EQUITY
Ordinary shares, NIS 0.6 par value
Authorized 50,000,000 shares,
issued
and outstanding 5,602,511 shares at
September 30, 2005 and 5,491,711
shares at December 31, 2004 29,698 29,765 6,473
Additional paid in capital 52,500 54,553 11,865
Capital reserves related to loans
from controlling shareholders 10,010 10,010 2,177
Cumulative foreign currency
translation adjustments 2,574 2,044 445
Capital reserve 6,685 6,685 1,454
Accumulated deficit (86,476) (83,516) (18,164)
------- ------- -------
TOTAL SHAREHOLDER'S EQUITY 14,991 19,541 4,250
------- ------- -------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 80,441 85,027 18,492
======= ======= =======
ELTEK LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
THREE MONTHS ENDED ONVENIENCE
------------------- TRANSLATION
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
REPORTED AMOUNTS 2004 2005 2005
------ ------ ------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
NIS NIS U.S. $
------ ------ ------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) for the period (933) 1,660 361
ADJUSTMENT TO RECONCILE NET
INCOME
(LOSS) TO NET CASH FLOWS
PROVIDED BY
OPERATING ACTIVITIES:
Depreciation 3,290 2,623 570
Capital gain from disposal of
fixed assets (74) (58) (13)
Accrued interest and
inflationary
impact on long-term debts (29) 60 13
Minority share in subsidiary's
net results (74) (42) (9)
Amortization of goodwill 147 147 32
Increase (decrease) in employee
severance benefits, net 68 (952) (207)
Increase in trade receivables (3,583) (2,850) (620)
Increase in other
receivables and prepaid expenses (68) (1,719) (374)
Increase in trade payables 2,206 5,136 1,117
Increase (decrease) in other
liabilities
and accrued expenses 417 (645) (140)
Accrued interest on convertible
note 38 44 10
Decrease (increase) in inventories 476 (2,034) (442)
------ ------ ------
Net cash provided by operating
activities 1,881 1,370 298
------ ------ ------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets (335) (2,748) (598)
Proceeds from sale of fixed assets 151 61 13
------ ------ ------
Net cash used for investing activities (184) (2,687) (585)
------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase (decrease) in
short-term credit (5) 690 150
Repayment of long-term loans (1,854) (1,732) (377)
Receipt of long-term loans - 1,800 392
------ ------ ------
Net cash provided by (used for)
financing activities (1,859) 758 165
------ ------ ------
ADJUSTMENTS FROM TRANSLATION OF
FINANCIAL STATEMENTS OF
AUTONOMOUS UNITS 22 (1) -
------ ------ ------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (140) (560) (122)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,710 2,309 502
------ ------ ------
Cash and cash equivalents at
end of period 4,570 1,749 380
====== ====== ======
NON-CASH ACTIVITIES:
Purchase of fixed assets not yet paid - 3,340 726
====== ====== ======
ELTEK LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
NINE MONTHS ENDED CONVENIENCE
---------------------- TRANSLATION
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
REPORTED AMOUNTS 2004 2005 2005
------- ------- -------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
NIS NIS U.S. $
------- ------- -------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) for the period (7,774) 2,960 644
ADJUSTMENT TO RECONCILE NET
INCOME
(LOSS) TO NET CASH FLOWS
PROVIDED BY
OPERATING ACTIVITIES:
Depreciation 10,237 8,210 1,785
Capital gain from disposal of
fixed assets (74) (34) (7)
Accrued interest and inflationary
impact on long-term debts 355 506 111
Minority share in subsidiary's
net results (112) (194) (42)
Amortization of goodwill 441 447 97
Increase (decrease) in employee
severance benefits, net 117 (864) (188)
Increase in trade receivables (2,594) (4,369) (950)
Decrease (increase) in other
receivables and prepaid expenses 1,084 (2,389) (520)
Increase in trade payables 1,113 957 208
Increase (decrease) in other
liabilities and accrued expenses 1,685 (261) (57)
Accrued interest on convertible
note 113 126 27
Decrease (increase) in
inventories 611 (2,291) (498)
------- ------- -------
Net cash provided by operating
activities 5,202 2,804 610
------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets (1,156) (4,175) (908)
Proceeds from sale of fixed
assets 151 61 13
------- ------- -------
Net cash used for investing
activities (1,005) (4,114) (895)
------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in short-term credit 36 479 104
Repayment of long-term loans (4,025) (5,509) (1,198)
Receipt of long-term loans - 1,800 392
Proceeds from exercise of stock
Options - 2,120 461
------- ------- -------
Net cash used for financing
activities (3,989) (1,110) (241)
------- ------- -------
ADJUSTMENTS FROM TRANSLATION OF
FINANCIAL STATEMENTS OF
AUTONOMOUS UNITS (9) (105) (23)
------- ------- -------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 199 (2,525) (549)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,371 4,274 929
------- ------- -------
Cash and cash equivalents at
end of period 4,570 1,749 380
======= ======= =======
NON-CASH ACTIVITIES:
Conversion of convertible note
into additional paid in capital 879 - -
======= ======= =======
Purchase of fixed assets not yet
paid - 3,340 726
======= ======= =======
The accompanying notes are an integral part of the financial statements.