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 of the Securities Exchange Act of 1934 October 24, 2002 Tecnomatix Technologies Ltd. ---------------------------- (Exact Name of Registrant as specified in the charter) N/A (Translation of Registrant's name into English) Israel (Jurisdiction of incorporation or organization) 16 Hagalim Avenue, Herzliya 46733, 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 [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form 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 ] 1 Enclosure: Press Release dated October 24, 2002, announcing third quarter 2002 results. 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. TECNOMATIX TECHNOLOGIES LTD. By: /s/ Harel Beit-On -------------------------- Harel Beit-On Chairman of the Board of Directors and Chief Executive Officer Dated: October 24, 2002 2 Tecnomatix Announces Third Quarter 2002 Results; Company Reports Stable Sequential Revenues and Increase in MPM Business HERZLIA, Israel--Oct. 24, 2002--Tecnomatix Technologies, Ltd. (NASDAQ: TCNO), the driving force in Manufacturing Process Management (MPM) solutions, today announced its financial results for the third quarter, ended September 30, 2002. All financial figures in this press release are pro forma results. Pro forma results exclude amortization of goodwill and acquired intangibles related to acquisitions. A reconciliation of pro forma with GAAP net income is included in the summary financial data which is attached to this press release. For the third quarter 2002, the Company is reporting pro forma revenues of $20.1 million, compared to $21.1 million for the same period last year. Operating income for the quarter was $0.8 million, compared to an operating loss of $0.6 million for the third quarter in 2001. Net income for the third quarter 2002 was $0.4 million or $0.04 per diluted share, compared to a net loss of $0.9 million or a net loss of $0.08 per diluted share for the same period last year. The Company ended the quarter with $44.6 million in cash and cash equivalents, short-term investments and long-term investments. "I am pleased with our progress this quarter," said Harel Beit-On, chairman and chief executive officer. "Despite the continuing slowdown in IT spending, particularly in the electronics industry and Japan, we are reporting stable sequential revenues in a traditionally weak third quarter. Lower revenues in Japan were offset by growth in Europe and in the USA. "We continued to achieve significant wins for our MPM solutions, with several companies choosing Tecnomatix as their MPM partner. Moreover, the number of long-standing customers expanding their deployments is increasing, including Bosch, General Motors, Kuka, Volkswagen and their suppliers. This quarter, MPM license revenues represent 39% of our software license revenues." Beit-On continued, "After long evaluations, PSA Peugeot Citroen - Europe's second largest automotive manufacturer - chose Tecnomatix MPM to standardize machining work flow and processes for its powertrain division. With this multi-million dollar contract, PSA is now the largest deployer of our MPM powertrain solutions. Its mainstream deployment of MPM powertrain solutions, in what has typically been an underpenetrated domain, confirms that Tecnomatix is the leader in all automotive manufacturing domains. "Furthermore, we established a partnership with EDS whereby Tecnomatix solutions will be an integral part of the EDS PLM environment. This strategic relationship with EDS enables us to provide a more robust product offering, expands our coverage of the MPM market, and further solidifies our market position as the MPM partner of choice for any PLM strategy. EDS and Tecnomatix teams are already working to deliver an integrated PLM-MPM solution and have started joint sales cycles at key customers. "We have also acquired Teradyne's CIMbridge division, which provides software solutions to the PCB assembly market. This acquisition extends our leadership position and customer base in the electronics manufacturing industry and strengthens our long-standing partnership with Teradyne, one of the world's leading electronics equipment providers. CIMbridge solutions will be integrated into Tecnomatix' MPM solutions, giving CIMbridge's over 300 customers a broader product line spanning test, assembly, box build and execution. "To ensure that we maintain this leadership position, we have strengthened our management team with the appointment of Jaron Lotan as president and chief operating officer. Lotan joins Tecnomatix from Orbotech, Ltd., where he served as Corporate Executive Vice President for Business and Strategy. He brings a wealth of experience to this position from his years of building Orbotech's business, and we look forward to his contribution to Tecnomatix." Beit-On concluded, "During this challenging economic climate, we have stayed the course, reporting stable revenues and improving our operating position. I continue to be enthusiastic about the market potential for MPM solutions and our leadership position in this emerging space." About Tecnomatix Technologies Tecnomatix Technologies, Ltd. (NASDAQ: TCNO) is the driving force in Manufacturing Process Management (MPM). Today's leading global manufacturers are adopting MPM solutions to expand revenue potential and reduce costs by enhancing manufacturing's ability to support the business strategy of choice. These companies are using Tecnomatix eMPower MPM solutions to accelerate product introductions, shorten time to volume, and optimize production execution. eMPower enables our customers to succeed with its collaborative, open platform and applications for defining, simulating, managing, and executing manufacturing processes across the extended enterprise. For additional information about why automotive, electronics, aerospace and other discrete manufacturing leaders -- such as BMW, Ford, GM, TWR, Mazda, Comau, Faurecia, Sanmina-SCI, Solectron, Nortel, Philips, Boeing, Airbus, GE Aircraft Engines, Lockheed Martin - have been turning to Tecnomatix MPM solutions, visit www.tecnomatix.com Certain statements made herein that use the words "estimate", "project", "intend", "expect", "believe" and similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties which could cause the actual results, performance or achievements of the Company to be materially different from those which may be expressed or implied by such statements, including, among others, changes in general economic and business conditions and specifically, changes in the level of activity in the automotive industry, decline in demand to the Company's products, inability to timely develop and introduce new technologies, products and applications and loss of market share and pressure on prices resulting from competition. For additional information regarding these and other risks and uncertainties associated with the Company's business, reference is made to the Company's reports filed from time to time with the Securities and Exchange Commission. TECNOMATIX TECHNOLOGIES LTD. - -------------------------------------------------------------- Condensed Consolidated Balance Sheets U.S $ in thousands 09/30/2002 12/31/2001 --------------- ------------- Current Assets: Cash and cash equivalents 10,966 21,670 Short-term investments 199 29,515 Receivables: Trade 27,207 23,110 Related parties 653 417 Other and prepaid expenses 4,349 5,988 --------------- ------------- Total current assets 43,374 80,700 --------------- ------------- Non-current receivables 890 808 --------------- ------------- Long-Term Investments: Bonds 33,047 - Other 457 457 --------------- ------------- Total Long-term investments 33,504 457 --------------- ------------- Property and equipment, net 6,275 7,359 --------------- ------------- Goodwill, net 16,162 15,409 --------------- ------------- Acquired intangibles, net 505 2,195 --------------- ------------- Other assets, net 16,692 16,451 --------------- ------------- Total assets 117,402 123,379 =============== ============= Current Liabilities: Short-term credits - 687 Payables: Trade 1,820 2,267 Deffered Revenue 5,697 4,774 Other and accrued expenses 12,006 15,214 --------------- ------------- Total current liabilities 19,523 22,942 --------------- ------------- Provision for losses from investment in an affiliate company 429 95 --------------- ------------- Accrued severance pay, net 595 681 --------------- ------------- 5.25% Convertible subordinated notes 41,117 43,765 --------------- ------------- Minority interest in consolidated subsidiary - 3 --------------- ------------- Shareholders' equity 55,738 55,893 --------------- ------------- Total liabilities and shareholders' equity 117,402 123,379 =============== ============= TECNOMATIX TECHNOLOGIES LTD. - -------------------------------------------------------------- PRO-FORMA RESULTS (a) U.S $ in thousands, except per share data Nine months ended Three months ended 09/30/2002 09/30/2001 09/30/2002 09/30/2001 ---------- ---------- ---------- ---------- Revenues Software license fees 26,487 31,930 8,403 9,487 Services 34,110 33,768 11,660 11,624 ------------ ------------ ---------- ---------- Total revenues 60,597 65,698 20,063 21,111 ------------ ------------ ---------- ---------- Costs and expenses Software license fees 5,683 5,561 1,909 1,661 Services 11,238 11,444 3,592 3,765 Research and development, net 10,930 15,332 3,581 4,343 Selling and marketing 27,013 34,955 8,964 10,775 General and administrative 3,527 3,780 1,255 1,168 ------------ ------------ ---------- ---------- Total costs and expenses 58,391 71,072 19,301 21,712 ------------ ------------ ---------- ---------- Operating income (loss) 2,206 (5,374) 762 (601) Financial income (expense), net (861) (b) 1,605 (190) 64 ------------ ------------ ---------- ---------- Income (loss) before taxes on income 1,345 (3,769) 572 (537) Provision for income taxes 26 (336) (58) (186) ------------ ------------ ---------- ---------- Income (loss) after taxes on income 1,371 (4,105) 514 (723) Equity share in net income (loss) of an affiliate company (334) (403) (111) (149) ------------ ------------ ---------- ---------- Net income (loss) 1,037 (b)(4,508) 403 (872) ============ ============ ========== ========== Diluted earnings (loss) per share: Net Income (loss) 0.09 (b)(0.44) 0.04 (0.08) ============ ============ ========== ========== Weighted average number of shares outstanding: Diluted 11,230,111 10,340,397 10,999,593 10,409,094 ============ ============ ========== =========== (a) Excluding Amortization of Goodwill and Acquired Intangibles (b) Including reclassification of capital gain from repurchase of convertible bonds in accordance with SFAS145 TECNOMATIX TECHNOLOGIES LTD. - -------------------------------------------------------------- Reconciliation of Pro Forma and GAAP Net Income (Loss) Consolidated Statements of Operations U.S $ in thousands The following pro forma supplemental information provides a reconciliation between pro forma net income (loss) and net income (loss) according to generally accepted accounting principles (GAAP). This pro forma information is not prepared in accordance with GAAP. Nine months ended Three months ended 09/30/2002 09/30/2001 09/30/2002 09/30/2001 Pro forma net income (loss) 1,037 (4,508) 403 (872) Reconciling items to GAAP net income (loss) :- Amortization of goodwill - (2,940) - (980) Amortization of acquired intangibles (1,914) (2,863) (574) (954) --------- ---------- ---------- ----------- Total pro forma adjustments (1,914) (5,803) (574) (1,934) --------- ---------- ---------- ----------- GAAP net income (loss) (877) (10,311) (171) (2,806) ========= ========== ========== =========== TECNOMATIX TECHNOLOGIES LTD. - -------------------------------------------------------------- Consolidated Statements of Operations U.S $ in thousands, except per share data Nine months ended Three months ended 09/30/2002 09/30/2001 09/30/2002 09/30/2001 ---------- ---------- ---------- ---------- Revenues Software license fees 26,487 31,930 8,403 9,487 Services 34,110 33,768 11,660 11,624 ---------- ----------- ------------ ------------ Total revenues 60,597 65,698 20,063 21,111 ---------- ----------- ------------ ------------ Costs and expenses Software license fees 5,683 5,561 1,909 1,661 Services 11,238 11,444 3,592 3,765 Amortization of goodwill - 2,940 - 980 Amortization of acquired intangibles 1,914 2,863 574 954 Research and development, net 10,930 15,332 3,581 4,343 Selling and marketing 27,013 34,955 8,964 10,775 General and administrative 3,527 3,780 1,255 1,168 ---------- ----------- ------------ ------------ Total costs and expenses 60,305 76,875 19,875 23,646 ---------- ----------- ------------ ------------ Operating income (loss) 292 (11,177) 188 (2,535) Financial income (expense), net (861) (a) 1,605 (190) 64 ---------- ----------- ------------ ------------ Income (loss) before taxes on income (569) (9,572) (2) (2,471) Provision for income taxes 26 (336) (58) (186) ---------- ----------- ------------ ------------ Income (loss) after taxes on income (543) (9,908) (60) (2,657) Equity share in net income (loss) of an affiliate company (334) (403) (111) (149) ---------- ----------- ------------ ------------ Income (loss) before extraordinary item (877) (a)(10,311) (171) (2,806) Extraordinary item - - - - ---------- ----------- ------------ ------------ Net income (loss) (877) (10,311) (171) (2,806) ========== =========== ============ ============ Basic earnings (loss) per share: Income (loss) before Extraordinary Item (0.08) (a) (1.00) (0.02) (0.27) Extraordinary Item - - - - ---------- ----------- ------------ ------------ Net Income (loss) (0.08) (1.00) (0.02) (0.27) ========== =========== ============ ============ Diluted earnings (loss) per share: Income (loss) before Extraordinary Item (0.08) (a) (1.00) (0.02) (0.27) Extraordinary Item - - - - ---------- ----------- ------------ ------------ Net Income (loss) (0.08) (1.00) (0.02) (0.27) ========== =========== ============ ============ Weighted average number of shares outstanding: Basic 10,573,119 10,340,397 10,627,905 10,409,094 ============ =========== =========== ============ Diluted 10,573,119 10,340,397 10,627,905 10,409,094 ============ =========== =========== ============ (a) Including reclassification of capital gain from repurchase of convertible bonds in accordance with SFAS145 CONTACT: Tecnomatix Technologies, Ltd. Oren Steinberg, 603/765-5294 or +972-9-9594703 osteinberg@tecnomatix.com or Marsha Shalvi, +972-9-9594733 mshalvi@tecnomatix.com or Investor Contact: Lippert/Heilshorn & Assoc. Jody Burfening, 212/838-3777 jbs@lhai.com 3