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 2002
ROBOGROUP T.E.K. LTD.
(Name of Registrant)
Rechov Hamelacha 13, Afeq Industrial Estate, Rosh HaAyin 48091 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- -----------------
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ROBOGROUP T.E.K LTD.
6-K Items
1. RoboGroup T.E.K Ltd. press release dated November 26, 2002.
ITEM 1
Press Release Source: RoboGroup T.E.K. Ltd.
RoboGroup Posts 3rd Quarter Profit of NIS 4 Million
Tuesday November 26, 4:00 pm ET
ROSH HA'AYIN, Israel, Nov. 26 /PRNewswire-FirstCall/ -- RoboGroup T.E.K. Ltd.
(Nasdaq: ROBO - News), today reported third quarter 2002 revenues of
approximately NIS 27 million (US$ 5.5 million), compared to NIS 23.3 million in
the corresponding period of 2001. The increase of approximately NIS 3.7 million
was primarily attributable to the increase in revenues of the Education Sector
(mainly from the e-learning project). For the first nine months of 2002,
revenues amounted to approximately NIS 63.5 million (US$ 13 million), as
compared to approximately NIS 66.9 million in the corresponding period in 2001.
The cost of the Company's revenues during the first nine months of 2002 was
approximately 47% of revenues as compared with approximately 60.5% in the
corresponding period in 2001. The improvement derived primarily from an increase
in revenues from YET development projects that have a relatively high profit
margin, as well as from a change in the Company's sales mix.
The Company's operating expenses during the first nine months of 2002 were
approximately NIS 30.1 million as compared with approximately NIS 31 million in
the corresponding period in 2001.
The main changes were as follows:
Net R&D expenditures for the first nine months of 2002 decreased by
approximately NIS 0.3 million compared with the corresponding period in 2001.
This resulted mainly from a decrease in the development expenses of the
Education Sector of approximately NIS 1 million. This decrease was offset
primarily by an increase of approximately NIS 0.8 million in investments in the
development activities of MemCall, which amounted to NIS 3.9 million in the
first nine months of 2002.
Marketing and sales costs for the first nine months of 2002 declined by
approximately NIS 1.1 million as compared with the corresponding period in 2001,
due primarily to lower marketing expenses in the Education Sector. General and
administrative expenses for the first nine months of 2002 increased by
approximately NIS 0.6 million in comparison to the corresponding period of 2001,
mainly as a result of increased expenses of the Education Sector.
The income from operations in the first nine months of 2002 was approximately
NIS 3.4 million compared with a loss from operations of approximately NIS 4.6
million in the corresponding period in 2001.
The Company's income before taxes for the first nine months of 2002 amounted to
approximately NIS 3.2 million compared to a loss of approximately NIS 1.9
million in the corresponding period last year. For the three-month period ended
September 2002, pre-tax income was NIS 4.4 million, versus NIS (0.4) million in
the prior year period.
Excluding the approximately NIS 5 million investment in MemCall that was charged
to expenses during the first nine months of 2002, the Company's income before
taxes amounted to approximately NIS 8.2 million.
Chairman and CEO Rafael Aravot noted that net after-tax income for the three
months ended September 2002 was NIS 4.2 million (US$ 0.9 million), NIS 0.39 per
share, compared with a loss of NIS 0.5 million 0.05 per share in the third
quarter of 2001. Net income for the first nine months of 2002 amounted to NIS
2.0 million (US$ 0.4 million), equal to NIS 0.19 per share, versus a loss of NIS
2.1 million, or NIS 0.20 per share in the comparable period of 2001. Moreover,
backlog remained high, at approximately NIS 19.8 million, whereas the September
2001 backlog was approximately NIS 14.5 million.
A significant component of the increased backlog is an agreement, signed in
December 2001, to provide an e-learning training system for consideration of
over US$ 4 million. The e-learning system to be delivered under the agreement
will include content packages related to the Company's principal field of
expertise in the development and production of technology training systems. The
project is expected to take up to two years. The company is striving to complete
the project in 2003.
The Company believes that the successful completion of the project may provide
the foundation for a product line in the e-learning field. The Company reports
its income according to milestones based on the delivery of the products. With
the first delivery having been made during the third quarter of 2002, this
quarter also marked the first recorded revenues and expenses for this project.
During the third quarter, YET also initiated preliminary marketing activities
with the cooperation of YEC in Europe and the U.S. in order to establish its
presence in these markets. YET has initiated negotiations with a European
company in regard to a private label agreement. During the quarter and through
the date of this report, YET made its first preliminary non-YEC sales (in
immaterial amounts) to several clients in Europe and in the U.S.
During the third quarter of 2002, YET delivered approximately US$ 800,000 of
development services to Yaskawa Electric Corporation (hereinafter "YEC"). The
approved working plan for YET for 2002 forecasts a pre-tax profit of
approximately US$ 1.75 million. Based on the progress of ongoing R&D projects
and related revenues, YET's management predicts that the forecast will be met.
During the first three quarters of 2002, MemCall continued its capital raising
efforts with external entities. The condition of the networking market, which
has experienced a substantial decrease in sales, is substantially reducing the
current market for MemCall. In addition, the condition of the capital markets
continues to be difficult and, consequently, MemCall's management cannot
estimate if and when it will be possible to raise funds for its activities. The
date when the first MemCall products will be ready cannot be determined until
the capital raising process is successfully completed.
During the third quarter of 2002, a contract manufacturer delivered a
preliminary amount of test chips designed to check basic functions in MemCall's
first planned product (GSP1). In evaluating the test chip, substantial problems
were found in the manufacturing process of the contract manufacturer, and, as a
result, MemCall was only able to check some of the functions intended for
evaluation. MemCall is considering whether to continue working with or replace
the contract manufacturer.
During October 2002, MemCall recruited Ilan Shaari as Vice President, Products.
Mr. Shaari, who has broad experience in the networking industry, will focus on
defining MemCall's products and technical communication with potential
customers.
Effective November 25, 2002, Ms. Anat Kats-Ifargan resigned as the Company's
CFO. Mr. Hanan Eibushitz began to serve as the Company's CFO on the same day.
The space in RoboGroup's building in Rosh Ha'Ayin that is not occupied by the
Company is leased to three outside tenants. During the third quarter of 2002,
the Company recorded approximately US$ 164,000 in revenues in rental revenues
from these tenants.
As of September 30, 2002, the exchange rate between the US dollar and the New
Israeli Shekel was US$ 1 = NIS 4.871.
A complete board of directors' report for the second quarter of 2002 is
available on the Company's website at http://www.robo-group.com or as a PDF file
upon request. Please contact Steven Bregman at FRMO Corp. at 646-495-7329.
RoboGroup engages in three business sectors. The first focuses on new high tech
ventures such as MemCall, a fabless VLSI semiconductor developer with unique
Call Out Memory(TM) technology for Internet and communications applications in
need of intensive Search and Filter capabilities. The second is comprised of
Yaskawa Eshed Technology (YET), a joint venture with Japan's Yaskawa Electric
Corp., which provides industrial motion controls, particularly those based on
its patented algorithms. The third sector is devoted to RoboGroup's training
products and e-learning system. RoboGroup is a world leader in engineering and
manufacturing technology training systems. The Company is market driven,
deriving its growth from technological leadership, strong partnerships and
management expertise.
For more information, visit http://www.robo-group.com.
To the extent that this press release discusses expectations about market
conditions or about market acceptance and future sales of the Company's
products, or otherwise makes statements about the future, such statements are
forward-looking and are subject to a number of risks and uncertainties that
could cause results to differ materially from the statements made. These factors
include the rapidly changing technology and evolving standards in the industries
in which the Company and its subsidiaries operate, risks associated with the
acceptance of new products by individual customers and by the market place and
other factors discussed in the business description and management discussion
and analysis sections of the Company's Annual Report on Form F-20.
Summarized Consolidated Statement of Income
(Consolidated Translation into US$)
Nine month Nine month
ended ended Year ended
Sept. 30 Sept. 30 Dec. 31
2002 2001 2000
US$ (K) US$ (K) US$ (K)
(Unaudited) (Unaudited) (Audited)
Revenue, net 13,031 13,736 18,066
Cost of Revenue 6,151 * 8,313 10,782
Gross profit 6,880 5,423 7,284
Research and development
net costs 1,989 * 2,059 2,594
Marketing and selling expenses 2,275 2,505 3,328
Administrative and
general expenses 1,917 1,794 2,649
Total operating expenses 6,181 6,358 8,571
Operating profit (loss) 699 (935) (1,287)
Financial (expenses) Income (227) 209 404
Other income 183 328 568
Income (loss) before taxes 655 (398) (315)
Taxes on income (243) (34) (186)
Company share in losses of
affiliate company -- -- --
Net Income (loss) 412 (432) (501)
Net Income (loss) per share 0.04 (0.20) (0.05)
* Reclassified
1. The financial statements at September 30, 2002 have been translated into
US dollars solely for the convenience of the American reader. This
translation was made at the US dollar to the New Israeli Shekel exchange
rate in effect on the mentioned date, that is, US$ 1 = NIS 4.871.
2. The net loss per share for the reported periods in these reports has
been calculated in accordance with generally accepted accounting
principles in Israel and USA.
Summarized Consolidated Balance Sheet
(Consolidated Translation into US$)
Sept. 30 Sept. 30 Dec. 31,
2002 2001 2001
US$ (K) US$ (K) US$ (K)
(Unaudited) (Unaudited) (Audited)
Assets
Current assets
Cash and cash equivalents 5,360 2,556 2,369
Short term investments 391 454 447
Trade receivables 4,014 4,620 5,188
Receivables and debit balances 1,073 705 877
Inventories 3,968 3,926 3,656
14,806 12,261 12,537
Long term loans, investments
and receivables 35
Long term receivables and
other investments 23 23 23
Fixed assets, net 8,073 8,328 8,365
Other assets 232 249 242
23,134 20,896 21,167
Liabilities and Capital
Current liabilities 7,959 9,210 9,361
Long term bank loans 4,609 1,986 1,924
Severance pay, net 393 333 306
Shareholders equity 10,173 9,367 9,576
23,134 20,896 21,167
Source: RoboGroup T.E.K. Ltd.
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.
ROBOGROUP T.E.K. LTD.
(Registrant)
By: /s/ Rafael Aravot
---------------------------------------
Rafael Aravot
Chief Executive Officer
Date: November 26, 2002