FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of April 2006
ACS MOTION CONTROL LTD. (FORMERLY ACS-TECH80 LTD.)
(Translation of registrant's name in English)
HA'MADA AVENUE, RAMAT GABRIEL INDUSTRIAL PARK, MIGDAL HA'EMEK, ISRAEL
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Attached, as Exhibits 1 through 3 to this Report on Form 6-K, respectively, are
(i) the Registrant's press release dated April 3, 2006, regarding its name
change (ii) the Registrant's press release dated February 27, 2006, regarding
its results for the year ended December 31, 2005, and (iii) the Registrant's
press release dated October 31, 2005, regarding its results for the quarter
ended September 30, 2005, all of which are hereby incorporated by reference
herein.
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.
ACS - Tech80 Ltd.
(Registrant)
By: /S/ Ze'ev Kirshenboim
-------------------------
Ze'ev Kirshenboim
President and CEO
April 5, 2006
PRESS RELEASE SOURCE: ACS-TECH80 LTD. ACS-TECH80 NAME CHANGE TO ACS MOTION CONTROL MIGDAL HA'EMEK, Israel, April 3, 2006 /PRNewswire/ -- ACS-Tech80 Ltd., (Nasdaq: ACSEF - news), announces that effective immediately, the current name "ACS-Tech80 Ltd." has been changed to "ACS Motion Control Ltd". The name of our subsidiary in the USA, "ACS-Tech80 Inc." has been changed to "ACS Motion Control Inc". It was decided to change the name in order to better reflect the company's standing as a global supplier of advanced multi-axis motion control systems to original equipment manufacturers in the fields of semiconductors, flat-panel display, electronics manufacturing, medical scanners and high accuracy automation equipment. There is no change in terms of ownership, line of business and organizational structure. CONTACT: ZE'EV KIRSHENBOIM, CEO, ACS-TECH80 LTD. +972-4-654-6440
COMPANY PRESS RELEASE SOURCE: ACS-TECH80 LTD. ACS-TECH80 LTD., 2005, FOURTH QUARTER AND YEAR END RESULTS MIGDAL HA'EMEK, Israel, February 27, 2006 /PRNewswire/ - ACS-Tech80 Ltd., (Nasdaq: ACSEF - news), a developer of proprietary software and advanced electronics for the production of universal, fully digital motion control products, today reports 2005 fourth quarter and year end results. Revenues for fiscal year 2005 were $11,428,000, a decrease of 21% from the $14,376,000 revenues reported in 2004. Revenues for the fourth quarter of 2005 were $2,906,000, a decrease of 19% from the $3,584,000 revenues reported in the fourth quarter of 2004, and a decrease of 8% from the $3,173,000 revenues reported for the third quarter of 2005. Operating income in 2005 was $1,022,000, compared to $2,534,000 in 2004. Operating income for the fourth quarter of 2005 was $148,000, compared to $421,000 in the fourth quarter of 2004, and $527,000 in the third quarter of 2005. Net income in 2005 was $974,000, or $0.31 per share, compared to $2,253,000 net income, or $0.70 per share in 2004. Net income for the fourth quarter of 2005 was $324,000, or $0.10 per share, compared to $376,000 net income, or $0.11 per share in the fourth quarter of 2004, and $465,000 net income, or $0.15 per share in the third quarter of 2005. The company completed fiscal year 2005 with cash, cash equivalents and marketable securities of approximately $5.1 million, compared to $3.6 million at the end of 2004, due to a positive cash flow from operations. The decline in revenues compared to 2004 is mainly attributed to a temporary business decline experienced by a large customer in the field of Electronics manufacturing equipment. Revenues for the second half of 2005 increased by 14% as compared to revenues in the first half of 2005, exceeding our previous estimation of 5% to 10%. Based on current improved market conditions and backlog of customer orders, we expect that revenues in the first half of 2006 will increase by 15% to 20% as compared to revenues in the second half of 2005. Due to our strong cash position and expected positive cash flow, the company decided to further increase its investment in product development and in pursuing additional market opportunities in 2006. It is expected that such investments will boost revenues and operating income starting in 2007. This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to: market demand for the Company's product, successful implementation of the Company's product, competitive factors, the ability to manage the Company's growth and the ability to recruit additional personnel. CONTACT: ZE'EV KIRSHENBOIM, CEO, ACS-TECH80 LTD. (011-972-4-654-6440)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------- -----------------------
2005 2004 2005 2004
------- ------- ------- -------
CONSOLIDATED
------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
------------------------------------------------------
Revenues 2,906 3,584 11,428 14,376
Cost of revenues 1,546 1,806 5,657 7,602
------- ------- ------- -------
Gross profit 1,360 1,778 5,771 6,774
------- ------- ------- -------
Research and development costs
Costs incurred 437 491 1,629 1,668
Less-grants received - - (17) (247)
------- ------- ------- -------
Net research and development costs 437 491 1,612 1,421
Proceeds from insurance claim - - - (182)
Selling, general and administrative
expenses, net 775 866 3,137 3,001
------- ------- ------- -------
Total operating costs 1,212 1,357 4,749 4,240
------- ------- ------- -------
Operating income 148 421 1,022 2,534
Financing income (expenses), net 26 51 12 (26)
Other expenses 1 (17) 4 (20)
------- ------- ------- -------
Income before taxes on income 175 455 1,038 2,488
Tax benefit (income taxes) 149 (79) (64) (235)
------- ------- ------- -------
Net income 324 376 974 2,253
======= ======= ======= =======
Earnings per Ordinary Share
in U.S. dollars
Basic 0.10 0.11 0.31 0.70
======= ======= ======= =======
Weighted average number Shares used
in computation of earnings per share
Basic - in thousands 3,142 3,210 3,141 3,210
======= ======= ======= =======
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
-----------------------
2005 2004
------- -------
CONSOLIDATED
-----------------------
U.S. DOLLARS IN THOUSANDS
-----------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 1,641 2,626
Short-term marketable securities 511 -
Marketable debt securities 724 -
Trade receivables, net 2,517 3,170
Inventories 2,833 2,784
Other 330 376
------- -------
TOTAL CURRENT ASSETS 8,556 8,956
------- -------
LONG-TERM ASSETS
Deferred income taxes 121 142
Marketable debt securities 2,201 1,000
Investment in other company 1,218 1,218
Other long-term assets 120 105
------- -------
TOTAL LONG-TERM ASSETS 3,660 2,465
------- -------
PROPERTY AND EQUIPMENT
Cost 3,465 3,418
Less - accumulated depreciation (2,810) (2,498)
------- -------
655 920
------- -------
12,871 12,341
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables 1,118 1,376
Accounts payable and accruals 1,030 1,229
------- -------
TOTAL CURRENT LIABILITIES 2,148 2,605
------- -------
LONG-TERM LIABILITIES
Accrued severance pay, net 134 152
------- -------
TOTAL LONG-TERM LIABILITIES 134 152
------- -------
SHAREHOLDERS' EQUITY
Share capital - Ordinary Shares of NIS 0.01 par value
Authorized - 8,000,000 shares as of December 31, 2005 and 2004; Issued -
3,113,577 and 3,101,647 shares as of December 31, 2005 and 2004, respectively;
Outstanding - 3,088,776 and 3,076,846 shares as of December 31, 2005 and 2004,
respectively 10 9
Treasury stock (December 31, 2005 and 2004 - 24,801) (346) (346)
Additional paid-in capital 6,743 6,713
Retained earnings 4,182 3,208
------- -------
10,589 9,584
------- -------
12,871 12,341
======= =======
PRESS RELEASE SOURCE: ACS-TECH80 LTD. ACS-TECH80 LTD. REPORTS THIRD QUARTER RESULTS MIGDAL HA'EMEK, Israel, October 31, 2005 - ACS-Tech80 Ltd., (Nasdaq: ACSEF - news), a developer of proprietary software and advanced electronics for the production of universal, fully digital motion control products, today reports third quarter revenues and earnings. Revenues for the third quarter of 2005 were $3,173,000, a decrease of 22.7% from the $4,108,000 revenues reported in the third quarter of 2004, and an increase of 11.5% from the $2,846,000 revenues reported for the second quarter of 2005. Revenues for the first nine months of 2005 were $8,522,000, a decrease of 21% from the $10,792,000 revenues reported in the first nine months of 2004. Operating income for the third quarter of 2005 was $527,000, compared to $785,000 in the third quarter of 2004, and $319,000 in the second quarter of 2005. Operating income for the first nine months of 2005 was $874,000, compared to $2,113,000 in the first nine months of 2004. Net income for the third quarter of 2005 was $465,000, or $0.15 per share, compared to $735,000 net income, or $0.22 per share in the third quarter of 2004, and $145,000 net income, or $0.05 per share in the second quarter of 2005. Net income for the first nine months of 2005 was $650,000, or $0.21 per share, compared to $1,877,000 net income, or $0.56 per share reported in the first nine months of 2004. The company completed the third quarter of 2005 with cash, cash equivalents, marketable securities and debt securities of approximately $4.3 million, compared to $3.6 million at the end of 2004, due principally to a positive operating cash flow. The decline in revenues compared to the same period in 2004 is mainly attributed to a temporary business decline experienced by a large customer in the field of Electronics manufacturing equipment, who expects business increase in the last quarter of this year and throughout fiscal year 2006. We expect that for the second half of 2005 the total revenues will be in the upper range of our previous estimation of 5% to 10% increase when compared to the first half of 2005. Based on current market conditions and new design wins that will positively affect our results in the next 12 months, we expect our revenues in the first half of 2006 to increase by approximately 5% to 10% when compared to the second half of 2005. This press release contains forward-looking statements. Such statements involve various risks that may cause actual results to differ materially. These risks and uncertainties include, but are not limited to: market demand for the Company's product, successful implementation of the Company's product, competitive factors, the ability to manage the Company's growth and the ability to recruit additional personnel. CONTACT: ZE'EV KIRSHENBOIM, CEO, ACS-TECH80 LTD. (011-972-4-654-6440)
2005, Q3 CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS ENDED THREE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31,
------------------ ------------------ -------
2005 2004 2005 2004 2004
------- ------- ------- ------- -------
CONSOLIDATED
---------------------------------------------------
U.S. DOLLARS IN THOUSANDS
---------------------------------------------------
REVENUES 8,522 10,792 3,173 4,108 14,376
COST OF REVENUES 4,111 5,796 1,482 2,242 7,602
------- ------- ------- ------- -------
GROSS PROFIT 4,411 4,996 1,691 1,866 6,774
------- ------- ------- ------- -------
RESEARCH AND DEVELOPMENT COSTS
COSTS INCURRED 1,192 1,177 374 439 1,668
LESS-GRANTS RECEIVED (17) (247) (17) (77) (247)
------- ------- ------- ------- -------
NET RESEARCH AND DEVELOPMENT COSTS 1,175 930 357 362 1,421
PROCEEDS FROM INSURANCE CLAIM - (182) - - (182)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES, NET 2,362 2,135 807 719 3,001
------- ------- ------- ------- -------
TOTAL OPERATING COSTS 3,537 2,883 1,164 1,081 4,240
------- ------- ------- ------- -------
OPERATING INCOME 874 2,113 527 785 2,534
FINANCING INCOME (EXPENSES), NET (14) (77) 9 (13) (26)
OTHER INCOME (EXPENSES), NET 3 (3) 4 - (20)
------- ------- ------- ------- -------
INCOME BEFORE TAXES ON INCOME 863 2,033 540 772 2,488
TAXES ON INCOME, NET (213) (156) (75) (37) (235)
------- ------- ------- ------- -------
NET INCOME 650 1,877 465 735 2,253
======= ======= ======= ======= =======
EARNINGS PER ORDINARY SHARE IN U.S. DOLLARS
BASIC 0.21 0.56 0.15 0.22 0.70
======= ======= ======= ======= =======
DILUTED 0.17 0.56 0.11 0.22 0.66
======= ======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF SHARES USED
IN COMPUTATION OF EARNINGS PER SHARE
BASIC - IN THOUSANDS 3,133 3,334 3,133 3,334 3,210
======= ======= ======= ======= =======
DILUTED - IN THOUSANDS 3,475 3,394 3,481 3,392 3,383
======= ======= ======= ======= =======
2005, Q3 CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, DECEMBER 31,
2005 2004 2004
------- ------- -------
CONSOLIDATED
-----------------------------
U.S. DOLLARS IN THOUSANDS
-----------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents 1,309 2,147 2,626
Marketable securities 304 - -
Debt securities held to maturity 713 - -
Trade receivables, net 2,725 3,747 3,170
Inventories 2,998 2,933 2,784
Other 311 577 376
------- ------- -------
TOTAL CURRENT ASSETS 8,360 9,404 8,956
------- ------- -------
LONG-TERM ASSETS
Deferred income taxes 128 130 142
Debt securities held to maturity 1,931 500 1,000
Investment in other company 1,218 1,218 1,218
Other long-term assets 110 100 105
------- ------- -------
3,387 1,948 2,465
------- ------- -------
PROPERTY AND EQUIPMENT
Cost 3,448 3,428 3,418
Less - accumulated depreciation 2,724 2,456 2,498
------- ------- -------
724 972 920
------- ------- -------
12,471 12,324 12,341
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables 1,062 2,132 1,376
Accounts payable and other accruals 1,033 893 1,229
------- ------- -------
TOTAL CURRENT LIABILITIES 2,095 3,025 2,605
------- ------- -------
LONG-TERM LIABILITIES
Long-term accrued expenses - 23 -
Accrued severance pay, net 139 145 152
------- ------- -------
TOTAL LONG-TERM LIABILITIES 139 168 152
------- ------- -------
SHAREHOLDERS' EQUITY
Share capital - Ordinary Shares of NIS 0.01 par value
(Authorized: 8,000,000; Issued and outstanding:
September 30, 2005 - 3,102,147, September 30, 2004- 3,051,346
Dec 31, 2004 - 3,101,647) 9 9 9
Treasury stock (September 30, 2005 and 2004 - 24,801,
Dec 31, 2004- 24,801) (346) (346) (346)
Additional paid-in capital 6,716 6,636 6,713
Retained earnings 3,858 2,832 3,208
------- ------- -------
10,237 9,131 9,584
------- ------- -------
12,471 12,324 12,341
======= ======= =======